reglab/housing_qa huggingface dataset:
NM Stat § 53-19-9 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-9 - Filing.

A. The organizer or organizers of a limited liability company shall file with the commission [secretary of state]: (1) the signed original of the articles of organization, together with a duplicate copy, which may be either signed, photocopied or conformed; (2) the statement of the person appointed registered agent, accepting appointment as registered agent; and (3) any other documents required to be filed pursuant to the Limited Liability Company Act. B. The commission [secretary of state] may accept a facsimile transmission for filing. C. If the commission [secretary of state] determines that the documents delivered for filing conform with the provisions of the Limited Liability Company Act, it shall, when all required filing fees have been paid: (1) endorse on each signed original and duplicate copy the word "filed" and the date of its acceptance for filing; (2) retain a signed original in the files of the commission [secretary of state]; and (3) return each duplicate copy to the person who delivered it to the commission [secretary of state] or to that person's representative. History: Laws 1993, ch. 280, § 9; 1999, ch. 132, § 3; 2003, ch. 318, § 52. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. The 2003 amendment, effective July 1, 2003, substituted "statement" for "affidavit" near the beginning of Paragraph A(2). The 1999 amendment, effective July 1, 1999, inserted "organizer or" in Subsection A.
NM Stat § 53-19-10 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-10 - Effect of filing of articles of organization.

A. A limited liability company is formed when the articles of organization are filed with the commission [secretary of state] or at any later date or time specified in the articles of organization if there has been substantial compliance with the requirements of the Limited Liability Company Act. A limited liability company formed pursuant to the Limited Liability Company Act is a separate legal entity. B. Each copy of the articles of organization stamped "filed" and marked with the filing date is conclusive evidence that there has been substantial compliance with all conditions required to be performed by the organizers and that the limited liability company has been legally organized and formed pursuant to the Limited Liability Company Act. History: Laws 1993, ch. 280, § 10. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
NM Stat § 53-19-11 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-11 - Amendment and restatement of articles of organization.

A. The articles of organization of a limited liability company are amended when articles of amendment are filed with the secretary of state or at any later date or time specified in the articles of amendment if there has been substantial compliance with the requirements of the Limited Liability Company Act. The articles of amendment shall set forth:(1) the name of the limited liability company and, if different, include any name under which it proposes to transact business in New Mexico;(2) the date that the articles of organization were filed; and(3) the amendments of the articles of organization.B. The articles of organization may be amended in any respect desired, so long as the articles of organization, as amended, contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.C. The articles of organization shall be amended to reflect any change in the name of the limited liability company, the latest date on which the limited liability company is to dissolve or whether the limited liability company is to be managed by members or managers.D. Articles of organization may be restated at any time. Restated articles of organization shall be filed with the secretary of state and shall be designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its articles of organization. Restated articles of organization shall supersede the original articles of organization and all prior amendments and restatements. History: Laws 1993, ch. 280, § 11; 2021, ch. 68, § 8. ANNOTATIONSThe 2021 amendment, effective July 1, 2021, required that a limited liability company include, in its articles of amendment any name under which the limited liability company proposes to transact business in New Mexico if different than the name of the limited liability company; in Subsection A, after "filed with the", deleted "commission" and added "secretary of state", and in Paragraph A(1), after "name of the limited liability company", added "and, if different, include any name under which it proposes to transact business in New Mexico"; and in Subsection D, after "filed with the", deleted "commission" and added "secretary of state".
NM Stat § 53-19-12 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-12 - Execution of documents.

A. Unless otherwise specified in the Limited Liability Company Act, any document required to be filed with the commission [secretary of state] shall be executed: (1) by a manager, if management of the limited liability company is vested in one or more managers, or by a member, if management of the limited liability company is reserved to the members; (2) by a person forming the limited liability company if the limited liability company has not been formed; or (3) by a receiver, trustee or court-appointed fiduciary if the limited liability company is in the hands of a receiver, trustee or fiduciary. B. The person executing the document shall sign it and state, beneath or opposite his signature, his name and the capacity in which he signs. C. The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the commission [secretary of state]. History: Laws 1993, ch. 280, § 12. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
NM Stat § 53-19-13 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-13 - Liability of members and managers to third parties.

Except as otherwise provided in the Limited Liability Company Act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company. No member or manager of a limited liability company and no other person with authority pursuant to the Limited Liability Company Act to wind up the business or affairs of the limited liability company following its dissolution, shall be obligated personally for any debt, obligation or liability of the limited liability company solely by reason of being a member or manager of the limited liability company or having authority pursuant to the Limited Liability Company Act to wind up the company's business and affairs following its dissolution. A person may be liable for any act or omission performed in his capacity as a manager of a limited liability company if there is a basis for liability. Nothing in this section shall be construed to immunize any person from liability for the consequences of his own acts or omissions for which he otherwise may be liable. History: Laws 1993, ch. 280, § 13.
NM Stat § 53-19-14 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-14 - Parties to actions.

A member of a limited liability company is not a proper party to a proceeding by or against the limited liability company solely by reason of being a member of the limited liability company, except where the object of the proceeding is to enforce a member's right against or liability to the limited liability company. History: Laws 1993, ch. 280, § 14.
NM Stat § 53-19-17 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-17 - Voting.

A. Except as provided by the articles of organization, an operating agreement or the Limited Liability Company Act, members who have contributed to the capital of the limited liability company shall vote in proportion to the value of their contributions to the capital of the limited liability company, determined in accordance with the Limited Liability Company Act and adjusted to the time the vote is taken to reflect all contributions made and all withdrawals of capital by the members prior to such time. B. Except as provided by the articles of organization, an operating agreement or the Limited Liability Company Act and subject to the provisions of Subsection C of this section: (1) the affirmative vote, approval or consent of the members having a majority share of the voting power of all members shall be required to amend the articles of organization or an operating agreement to approve the sale, mortgage, pledge or other hypothecation or disposition of all or substantially all of the assets of the limited liability company, to approve the merger or consolidation of the limited liability company or, except as provided in Paragraph (3) of this subsection, to approve any other action required or permitted to be approved by the members; (2) the affirmative vote, approval or consent of all of the other members shall be required to remove a member from membership in the limited liability company; (3) if the articles of incorporation or operating agreement vest management responsibility in one or more managers, the affirmative vote, approval or consent of a majority of the managers is required to decide or resolve any difference on any matter connected with carrying on the business and affairs of the limited liability company that is within the scope of the managers' authority; and (4) any matter connected with the carrying on of the business and affairs of the limited liability company that is not within the scope of the authority of one or more managers, or of one or more members in whom the articles of organization and operating agreement vest particular management responsibility, shall be decided or resolved by the affirmative vote, approval or consent of members having a majority share of the voting power of all members. C. Notwithstanding the provisions of Subsection B of this section, if a provision in the articles of organization or operating agreement requires a greater than majority vote to approve a matter, the same greater than majority vote shall be required to amend that provision. History: Laws 1993, ch. 280, § 17; 1995, ch. 213, § 3. ANNOTATIONSThe 1995 amendment, effective June 16, 1995, in Subsection B, inserted "other" preceding "members" and deleted "expel or" preceding "remove" in Paragraph (2) and made a minor stylistic change in Paragraph (3).
NM Stat § 53-19-18 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-18 - Indemnification of members and managers.

The articles of organization or an operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because he is or was a member or manager and for advancement of expenses, including costs of defense, prior to final disposition of such proceeding. History: Laws 1993, ch. 280, § 18.
NM Stat § 53-19-20 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-20 - Contributions to capital; certificates of membership interest.

A. A membership interest in a limited liability company may be issued in exchange for a contribution of cash or property received by the limited liability company or services rendered to the limited liability company, the value of which shall be established and recorded as of the date the contribution was made by the persons in whom management of the limited liability company is vested. If permitted by the articles of organization or an operating agreement, a membership interest in a limited liability company may be issued in exchange for such member's promissory note or other written promise to contribute cash or property or perform services, the value of which shall be determined by the persons in whom management of the limited liability company is vested. B. The articles of organization or an operating agreement may: (1) provide that a membership interest in a limited liability company may be evidenced by a certificate of membership interest issued by the limited liability company; (2) provide for the assignment or transfer of a membership interest represented by such a certificate by transfer of the certificate; and (3) make other provisions for such certificates. History: Laws 1993, ch. 280, § 20.
NM Stat § 53-19-21 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-21 - Liability for contribution.

A. Except as provided in the articles of organization or an operating agreement, a member's written promise to the limited liability company to contribute cash or property or render services is not excused by reason of the member's death, disability or other inability to perform. B. The articles of organization or an operating agreement may provide that the interest of a member who fails to make a payment of cash or transfer of property to the limited liability company or fails to render services required by a written promise is subject to specified consequences. Such consequences may take the form of a reduction of the defaulting member's interest in the limited liability company, subordination of the member's interest to that of nondefaulting members, a forced sale of the member's interest, forfeiture of the member's interest, the lending of money to the defaulting member by other members of the amount necessary to meet the defaulting member's commitment, a determination of the value of a defaulting member's interest by appraisal or by formula and redemption or sale of the interest at that value, or any other specified consequence. Unless otherwise provided by the articles of organization or an operating agreement, a member who does not perform a written promise to contribute cash or property or render service shall be obligated, at the option of the limited company, to contribute cash equal to the fair market value of that portion of the promised performance that has not been received by the limited liability company. C. Unless otherwise provided in the articles of organization or an operating agreement, the obligation of a member to make a contribution may be compromised only with the unanimous consent of the members. History: Laws 1993, ch. 280, § 21.
NM Stat § 53-19-22 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-22 - Sharing of profits and losses.

The profits and losses of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or an operating agreement. If neither the articles of organization nor an operating agreement provide for allocation, such profits and losses shall be allocated among the members in proportion to the value of their respective contributions to capital, adjusted to reflect all withdrawals from capital. History: Laws 1993, ch. 280, § 22.
NM Stat § 53-19-23 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-23 - Sharing of interim distributions.

Except as provided in Sections 24 and 44 [53-19-24, 53-19-44 NMSA 1978] of the Limited Liability Company Act, distributions of cash or other assets of a limited liability company shall be shared among the members and among classes of members in the manner provided by the articles of organization or an operating agreement. If neither the articles of organization nor an operating agreement provides otherwise, cash or other assets shall be distributed on the basis of the value of contributions made by each member, to the extent that such contributions have not been returned. A member is entitled to receive distributions described in this section to the extent and at the times or upon the happening of the events specified by the articles of organization or an operating agreement or at the times determined by the persons in whom management is vested. History: Laws 1993, ch. 280, § 23.
NM Stat § 53-19-24 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-24 - Distribution on event of dissociation.

Upon the happening of an event of dissociation that does not require the winding up of the affairs of the limited liability company pursuant to Section 39 [53-19-39 NMSA 1978] of the Limited Liability Company Act, a dissociating member is entitled to receive any distribution to which the member is entitled under the provisions of the articles of organization or operating agreement and if such provisions do not specify the effect of such dissociation, such dissociating member shall be entitled only to receive, within a reasonable time after dissociation, the fair market value of his limited liability company interest as of the date of dissociation. History: Laws 1993, ch. 280, § 24.
NM Stat § 53-19-25 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-25 - Withdrawals of capital and distributions in kind.

Except as provided in the articles of organization or an operating agreement: A. unless approved by all members, no member shall have the right to withdraw any part of his contribution to capital; B. a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and C. no member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the value of the percentage of the asset distributed to the member exceeds a percentage of the value of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company. History: Laws 1993, ch. 280, § 25.
NM Stat § 53-19-26 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-26 - Wrongful distributions.

A. No distribution may be made if, after giving effect to the distribution: (1) the limited liability company would not be able to pay its debts as they become due in the usual course of business; or (2) the fair market value of the limited liability company's total assets would be less than the sum of all of its liabilities other than liabilities to members with respect to their membership interests and liabilities for which the recourse of the creditors is limited to specific property of the limited liability company. For purposes of this provision, in the case of specific property that is subject to a liability for which the recourse of the creditors is limited to such property, only the fair market value of such property in excess of such liability shall be included in the fair market value of the limited liability company's assets. B. The limited liability company may base a determination that a distribution is not prohibited under Subsection A of this section either on: (1) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or (2) any other valuation method that is reasonable under the circumstances. C. Except as provided in Subsection E of this section, the effect of a distribution under Subsection A of this section is measured as of: (1) the date the distribution is authorized if the distribution occurs within one hundred twenty days after the date of authorization; or (2) the date distribution is made if it occurs more than one hundred twenty days after the date of authorization. D. Indebtedness of the limited liability company that it issued as a distribution to its members or the terms of which provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members would not be wrongful under this section, is not a liability for purposes of determinations made pursuant to Paragraph (2) of Subsection A of this section. E. Each payment of principal or interest on indebtedness of a limited liability company that it issued as a distribution shall be treated as a distribution, the effect of which is measured on the date such payment is actually made. History: Laws 1993, ch. 280, § 26.