reglab/housing_qa huggingface dataset:
NM Stat § 53-19-27 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-27 - Liability upon wrongful distribution.

A. In addition to any other liabilities, a member or manager who votes for, approves or consents to any distribution that violates any provision of the articles of organization, an operating agreement or Section 26 [53-19-26 NMSA 1978] of the Limited Liability Company Act shall be liable to the limited liability company, jointly but not severally, with all other members or managers so voting, approving or consenting for the amount of the distribution that exceeds what could have been distributed without violating Section 26 of that act, the articles of organization or an operating agreement, unless the member or manager based his determination that the distribution did not violate such provisions on the statements or other valuation method authorized by Subsection B of Section 26 of that act and had no actual knowledge that rendered his reliance on such statements, valuation or method unwarranted. B. Each member or manager who is liable pursuant to Subsection A of this section is entitled to contribution: (1) from each other member or manager who is liable under Subsection A of this section; and (2) from each member for the amount the member received knowing that the distribution was made in violation of a provision of the articles of organization, an operating agreement or Section 26 of the Limited Liability Company Act. History: Laws 1993, ch. 280, § 27.
NM Stat § 53-19-28 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-28 - Right to distribution.

At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled, with respect to the distribution, to all remedies available to a creditor of the limited liability company. A member to whom a limited liability company is indebted as a consequence of a distribution to such member, which is not prohibited by Section 26 [53-19-26 NMSA 1978] of the Limited Liability Company Act, shall be a creditor at parity with the limited liability company's other general unsecured creditors, except to the extent that the limited liability company's indebtedness to such member is subordinated by agreement. History: Laws 1993, ch. 280, § 28.
NM Stat § 53-19-29 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-29 - Ownership of property by the limited liability company.

A. Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members. A member has no interest in an item of limited liability company property. B. Property acquired or owned by the limited liability company shall be acquired, held and conveyed in the name of the limited liability company. A limited liability company may acquire any estate in real or personal property in the name of the limited liability company, and title to any estate so acquired shall vest in the limited liability company rather than in the members. C. Property may be owned by a limited liability company, even though the property is not acquired or held in its name. D. Subject to Subsection G of this section, property is presumed to be owned by the limited liability company if it is acquired in the name of the limited liability company. E. Subject to Subsection G of this section, property is presumed to be owned by the limited liability company if it is purchased with funds of the limited liability company, even if it is acquired in the name of a member or other person. F. Subject to Subsection G of this section, property is presumed to be the property of one or more members or other persons if it is acquired in the names of such persons without use of funds of the limited liability company, even though the property is used for purposes of the business of the limited liability company. G. Real property and other property held of public record otherwise than in the name of the limited liability company, the ownership of which is customarily publicly recorded, shall not be deemed to be owned by the limited liability company to the prejudice of a person who did not have actual knowledge of the limited liability company's ownership. History: Laws 1993, ch. 280, § 29.
NM Stat § 53-19-30 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-30 - Transfer of property of limited liability company.

A. Except as provided in Subsection E of this section, Section 42 or 43 [53-19-42, 53-19-43 NMSA 1978] of the Limited Liability Company Act or otherwise in the articles of organization or an operating agreement, title to property of a limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company. B. Title to property of a limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company, or of the existence of a limited liability company, even if the name of the limited liability company is not indicated, may be transferred by an instrument of transfer executed by the one or more members or managers in whose name title is held. C. Property transferred under Subsection A or B of this section, or the proceeds of that property, may be recovered by the limited liability company if it proves that the act of the person executing the instrument of transfer did not bind the limited liability company, unless the initial transferee, or a person claiming through the initial transferee, gave value without having notice that the person who executed the instrument on behalf of the limited liability company lacked authority to bind the limited liability company. D. Title to property of a limited liability company that is held in the name of one or more persons other than the limited liability company without an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company, or of the existence of a limited liability company, may be transferred free of any claims of the limited liability company or of the members, by the persons in whose name title is held, to a transferee who gives value without having notice that the property transferred is the property of a limited liability company. E. Unless otherwise provided in the articles of organization or an operating agreement, if the articles of organization provide that management of the limited liability company is vested in a manager: (1) title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company; and (2) a member, acting solely in his capacity as a member, shall not have such authority. History: Laws 1993, ch. 280, § 30.
NM Stat § 53-19-31 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-31 - Nature of membership interest.

A membership interest is personal property. History: Laws 1993, ch. 280, § 31.
NM Stat § 53-19-32 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-32 - Assignment of interests.

A. Except as provided in the articles of organization or an operating agreement: (1) a membership interest or a limited liability company interest is assignable in whole or in part; (2) until the assignee becomes a member in accordance with the provisions of Subsection A of Section 33 [53-19-33 NMSA 1978] of the Limited Liability Company Act, an assignment entitles the assignee to receive only the distributions and return of capital to which the assignor would be entitled with respect to the interest he assigned if he had not assigned such interest; (3) an assignment does not of itself dissolve the limited liability company; (4) until the assignee of a membership interest becomes a member, the assignor continues to be a member and to have the power to exercise all rights of a member, subject to the provisions of Paragraph (2) of this subsection and the members' right to remove the assignor pursuant to Subparagraph (b) of Paragraph (3) of Subsection A of Section 38 [53-19-38 NMSA 1978] of the Limited Liability Company Act; (5) until the assignee of a membership interest becomes a member, the assignee has no liability of a member solely as a result of the assignment; and (6) the assignor is not released from any liability that he may have as a member solely as a result of his assignment. B. Unless otherwise provided by the articles of organization or an operating agreement, the pledge or granting of a security interest, lien or other encumbrance in or against all or any portion of the interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member. History: Laws 1993, ch. 280, § 32.
NM Stat § 53-19-33 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-33 - Right of assignee to become a member.

A. Except as otherwise provided in the articles of organization or an operating agreement, an assignee may become a member only if the other members unanimously consent. Such consent shall be evidenced in the manner specified in the articles of organization or an operating agreement; however, in the absence of such specification, such consent shall be evidenced by an instrument, dated and signed by the other members. B. An assignee who becomes a member has the rights and powers, and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement and the Limited Liability Company Act. An assignee who becomes a member shall not be liable for the obligations of his assignor under that act to make contributions and to return distributions, except to the extent that the assignor and assignee agree that the assignee is so liable. The assignee shall not, however, be obligated as a result of his agreement with his assignor for liabilities of which the assignee had no knowledge at the time the assignee became a member and which could not be ascertained from the articles of organization or an operating agreement. C. Whether or not an assignee becomes a member, the assignor is not released from his liability pursuant to Section 21 [53-19-21 NMSA 1978] of the Limited Liability Company Act to make contributions to the limited liability company unless all members consent in writing to such a release. D. A member who assigns his entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of his interest becomes a member as provided in Subsection A of this section. History: Laws 1993, ch. 280, § 33.
NM Stat § 53-19-34 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-34 - Interest of a deceased, incompetent or terminated member.

If a member who is an individual dies or a court adjudges him to be incompetent to manage his person or property, or if a member that is not an individual is dissolved, liquidated or otherwise completely terminated, the member's executor, administrator, guardian, conservator, liquidating trustee or other legal representative has all of the rights of an assignee of the member's limited liability company interest. History: Laws 1993, ch. 280, § 34.
NM Stat § 53-19-35 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-35 - Rights of judgment creditor of member.

On application to a court by any judgment creditor of a member, the court may charge the interest of the member with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has no more rights than those to which an assignee of the member's limited liability company interest would be entitled under the provisions of Section 32 [53-19-32 NMSA 1978] of the Limited Liability Company Act. That act does not deprive any member of the benefit of any exemption laws applicable to his membership interest. History: Laws 1993, ch. 280, § 35.
NM Stat § 53-19-36 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-36 - Admission of members.

A. Subject to the provisions of Subsection B of this section, a person may become a member of a limited liability company: (1) in the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with the articles of organization or an operating agreement or, if neither the articles nor an operating agreement so provides, upon the written consent of all members; and (2) in the case of an assignee of a member's interest, as provided in Subsection A of Section 33 [53-19-33 NMSA 1978] of the Limited Liability Company Act. B. The effective time of admission of a member is the later of: (1) the date the limited liability company is formed; or (2) the time provided in the articles of organization or an operating agreement or, if no such time is provided in the articles of organization or an operating agreement, then when the person's admission is reflected in the records of the limited liability company. History: Laws 1993, ch. 280, § 36.
NM Stat § 53-19-37 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-37 - Voluntary withdrawal of members.

A. Unless the articles of organization or an operating agreement provide otherwise, a member of a limited liability company with perpetual existence has the right to voluntarily withdraw from such limited liability company at any time by giving thirty days prior written notice to the other members, or such other notice as a provision in the articles of organization or an operating agreement requires. B. Unless the articles of organization or an operating agreement provide otherwise, a member of a limited liability company for a definite term or particular undertaking has no right to withdraw voluntarily before the expiration of that term or the achievement of that undertaking. If a member of a limited liability company for a definite term or particular undertaking attempts to withdraw voluntarily without a right to do so, such attempt shall be ineffective except that such member shall be deemed to have relinquished by such attempt all of his right and power to vote or to otherwise participate thereafter, in any way, in management or control of the limited liability company. C. Unless the articles of organization or an operating agreement provide otherwise, a member who elects voluntarily to withdraw pursuant to a right to do so shall be entitled to receive, within a reasonable time following the effective date of such withdrawal, the fair market value of his limited liability company interest. From and after the effective date of such withdrawal he shall cease to be a member and shall be deemed to have relinquished all right and power to vote or to otherwise participate in any way in the management or control of the limited liability company or to participate in distributions or otherwise to receive a return of capital from the limited liability company. History: Laws 1993, ch. 280, § 37.
NM Stat § 53-19-39 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-39 - Dissolution.

A. A limited liability company is dissolved upon the happening of any of the following events: (1) an event specified in the articles of organization or an operating agreement; (2) except as otherwise provided in the articles of organization or an operating agreement, upon the written consent of members having a majority share of the voting power of all members; or (3) entry of a decree of judicial dissolution pursuant to Section 53-19-40 NMSA 1978. B. On the dissolution of the limited liability company, the limited liability company shall cease to carry on its business and affairs, except insofar as necessary for winding up the company's business and affairs, but its legal existence shall continue until all its business and affairs are wound up. History: Laws 1993, ch. 280, § 39; 1995, ch. 213, § 4; 2003, ch. 318, § 53. ANNOTATIONSThe 2003 amendment, effective July 1, 2003, deleted former Paragraph A(3) which read: "except as otherwise provided in the articles of organization or an operating agreement, a majority in interest of the remaining members do not give their written consent to continue the business of the limited liability company within ninety days after the occurrence of an event of dissociation" and redesignated former Paragraph A(4) as present Paragraph A(3); and deleted Subsection C relating to for the consent to be satisfied must be given by a remaining member. The 1995 amendment, effective June 16, 1995, in Subsection A, rewrote Paragraph (3) and substituted "Section 53-19-40 NMSA 1978" for "Section 40 of the Limited Liability Company Act" in Paragraph (4); and added Subsection C.
NM Stat § 53-19-40 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-40 - Judicial dissolution.

On application by or for a member, a court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on its business in conformity with its articles of organization or operating agreement. History: Laws 1993, ch. 280, § 40.
NM Stat § 53-19-41 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-41 - Articles of dissolution.

A. On the dissolution of a limited liability company, persons with authority pursuant to the provisions of Subsection A of Section 53-19-42 NMSA 1978 to wind up its business and affairs shall sign and deliver, to the office of the secretary of state for filing, articles of dissolution.B. The articles of dissolution shall state:(1) the name of the limited liability company;(2) the dates of filing the articles of organization and all amendments and restatements to the articles of organization;(3) the event causing the dissolution;(4) the effective date, which shall be a date certain, of the articles of dissolution if the articles of dissolution are not to be effective on filing; (5) the name and address of each person who has the authority to act for the limited liability company in connection with the winding up of its business and affairs;(6) confirmation that the limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico;(7) whether the winding up of the business and affairs of the limited liability company is being supervised by a court pursuant to the provisions of Paragraph (2) of Subsection A of Section 53-19-42 NMSA 1978; and(8) any other information persons signing the articles of dissolution choose to include.C. After the articles of dissolution have been filed, only a person named in the articles of dissolution as having authority to act for the limited liability company in connection with the winding up of its business and affairs shall have such authority, including the authority to bind the limited liability company, transact business on its behalf, act as its agent and execute any instrument for it and in its name.D. Articles of dissolution that have been filed may be amended at any time and from time to time or revoked at any time and, unless an amendment or revocation states otherwise, it shall be effective upon delivery to the office of the secretary of state for filing. History: Laws 1993, ch. 280, § 41; 2019, ch. 159, § 5. ANNOTATIONSThe 2019 amendment, effective July 1, 2019, required articles of dissolution to include confirmation that the limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; in Subsection A, after "Section", deleted "42 of the Limited Liability Company Act" and added "53-19-42 NMSA 1978", and after "to the office of", deleted "commission" and added "secretary of state"; in Subsection B, added a new Paragraph B(6) and redesignated former Paragraphs B(6) and B(7) as Paragraphs B(7) and B(8), respectively, and in Paragraph B(7), after "Section", deleted "42 of the Limited Liability Company Act" and added "53-19-42 NMSA 1978"; and in Subsection D, after "delivery to the office of the", deleted "commission" and added "secretary of state".
NM Stat § 53-19-42 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-42 - Winding up.

A. Except as may be provided in the articles of organization or an operating agreement, the business and affairs of the limited liability company shall be wound up: (1) by one or more persons designated in writing by members holding a majority of the voting power of all members, or if no such persons are so designated, by the members or managers who have authority to manage the limited liability company; or (2) by a court at any time, on application of any member, his legal representative or his assignee, if any person with authority to act pursuant to Paragraph (1) of this subsection shall have engaged in wrongful conduct or on other cause shown. B. The members, managers or other persons named in the articles of dissolution as having authority to wind up the business and affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company: (1) prosecute and defend suits; (2) complete the performance of obligations undertaken prior to dissolution and settle and close the business of the limited liability company; (3) dispose of and transfer the property of the limited liability company; (4) discharge the liabilities of the limited liability company; and (5) distribute to the members any remaining assets of the limited liability company. History: Laws 1993, ch. 280, § 42.