reglab/housing_qa huggingface dataset:
NM Stat § 53-8-48 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-48 - Distribution of assets.

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: A. all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; B. assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; C. assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more nonprofit domestic or foreign corporations, nonprofit societies or nonprofit organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in the Nonprofit Corporation Act; D. other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws, but in no event may any member, former member, director, former director, officer or former officer receive directly or indirectly any distribution or portion of a distribution of any assets; and E. any remaining assets may be distributed to such persons, nonprofit societies, nonprofit organizations or nonprofit domestic or foreign corporations whether for profit or nonprofit as may be specified in a plan of distribution adopted as provided in the Nonprofit Corporation Act. History: 1953 Comp., § 51-14-90, enacted by Laws 1975, ch. 217, § 48; 1977, ch. 178, § 7. ANNOTATIONSCross references. — For propriety of distribution upon dissolution, see 53-8-28 NMSA 1978. Distribution governed by articles of incorporation. — Assets of a dissolved nonprofit corporation, where not otherwise restricted by law, are to be distributed in the manner specified by the corporate bylaws or articles of incorporation. In re Will of Coe, 1992-NMCA-006, 113 N.M. 355, 826 P.2d 576. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2707, 2720 to 2725. 19 C.J.S. Corporations §§ 861 to 878.
NM Stat § 53-8-49 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-49 - Plan of distribution.

A plan providing for the distribution of assets, not inconsistent with the provisions of the Nonprofit Corporation Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which the Nonprofit Corporation Act requires a plan of distribution, in the following manner: A. if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast; or B. if there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office. History: 1953 Comp., § 51-14-91, enacted by Laws 1975, ch. 217, § 49.
NM Stat § 53-8-50 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-50 - Revocation of voluntary dissolution proceedings.

A. A corporation may, at any time prior to the issuance of a certificate of dissolution by the corporation commission [secretary of state], revoke the action theretofore taken to dissolve the corporation, in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or (2) if there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. B. Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs. History: 1953 Comp., § 51-14-92, enacted by Laws 1975, ch. 217, § 50. 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 § 53-8-51 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-51 - Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation are paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation are transferred, conveyed or distributed in accordance with the provisions of the Nonprofit Corporation Act, articles of dissolution shall be executed by the corporation by two authorized officers of the corporation, which statement shall set forth:A. the name of the corporation;B. if there are members entitled to vote thereon:(1) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting and that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or(2) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto;C. if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that the resolution received the vote of a majority of the directors in office;D. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;E. a copy of the plan of distribution, if any, as adopted by the corporation or a statement that no plan was so adopted;F. that all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of the Nonprofit Corporation Act;G. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit; andH. confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico. History: 1953 Comp., § 51-14-93, enacted by Laws 1975, ch. 217, § 51; 2003, ch. 318, § 17; 2019, ch. 159, § 1. ANNOTATIONSThe 2019 amendment, effective June 14, 2019, required articles of dissolution to include confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; and added Subsection H.The 2003 amendment, effective July 1, 2003, substituted "are" for "shall have been" twice following "of the corporation"; substituted "has" for "shall have" following "or adequate provision"; deleted "in duplicate" following "shall be executed"; substituted "two authorized officers of the corporation" for "its president or vice president and by its secretary or assistant secretary" following "the corporation by"; and deleted "corporation" preceding "commission" in Paragraph A(2) and Subsection C.
NM Stat § 53-8-52 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-52 - Filing of articles of dissolution.

A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of dissolution shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that such articles of dissolution conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word "filed" and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of dissolution to which shall be affixed the copy. B. The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto by the commission [secretary of state], shall be returned to the representative of the dissolved corporation. Upon the issuance of a certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in the Nonprofit Corporation Act. History: 1953 Comp., § 51-14-94, enacted by Laws 1975, ch. 217, § 52; 2003, ch. 318, § 18. 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 "An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "Duplicate originals" at the beginning of Subsection A; substituted "the original and copy" for "each of the duplicate originals" in Paragraph A(1); substituted "the original" for "one of the originals" in Paragraph A(2); substituted "copy" for "other duplicate original" in Paragraph A(3); substituted "copy" for "duplicate original" following "together with the" in Subsection B; and deleted "corporation" preceding "commission" throughout the section.
NM Stat § 53-8-54 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-54 - Issuance of certificate of revocation.

A. Upon revoking a certificate of incorporation, the commission [secretary of state] shall: (1) issue a certificate of revocation in duplicate; (2) file one of the certificates in its office; and (3) mail to the corporation at the corporation's mailing address as shown in the most recent corporate report filed with the commission [secretary of state] a notice of the revocation accompanied by one of the certificates. B. Upon the issuance of a certificate of revocation, the authority of the corporation to conduct affairs in New Mexico ceases. C. A corporation administratively revoked under Section 53-8-53 NMSA 1978 may apply to the commission [secretary of state] for reinstatement within two years after the effective date of revocation. The application shall: (1) recite the name of the corporation and the effective date of its administrative revocation; (2) state that the ground or grounds for revocation either did not exist or have been eliminated; and (3) state that the corporation's name satisfies the requirements of Section 53-8-7 NMSA 1978. D. If the commission [secretary of state] determines that the application contains the information required by Subsection C of this section and that the information is correct, it shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites its determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation. E. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred. History: 1953 Comp., § 51-14-96, enacted by Laws 1975, ch. 217, § 54; 2001, ch. 200, § 38; 2003, ch. 318, § 20. 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 "the corporation's mailing address as shown in the most recent corporate report filed with the commission" for "its registered office" in Paragraph A(3). The 2001 amendment, effective July 1, 2001, added Subsections C, D and E.
NM Stat § 53-8-55 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-55 - Jurisdiction of court to liquidate assets and affairs of corporation.

A. District courts shall have full power to liquidate the assets and affairs of a corporation: (1) in an action by a member or director when it is made to appear that: (a) the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or (b) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or (c) the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) the corporate assets are being misapplied or wasted; or (e) the corporation is unable to carry out its purposes; (2) in an action by a creditor when: (a) the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or (b) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; or (3) upon application by a corporation to have its dissolution continued under the supervision of the court. B. Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally. History: 1953 Comp., § 51-14-97, enacted by Laws 1975, ch. 217, § 55. ANNOTATIONSStanding. — Where former members of a nonprofit corporation sought to liquidate the corporation and the district court found that the corporation had no members and that no members qualified to engage in corporate acts or otherwise carry out corporate business, the former members did not have standing to initiate an action to liquidate the corporation and the district court did not have subject matter jurisdiction to proceed with the liquidation action. Disabled Am. Veterans v. Lakeside Veterans Club, Inc., 2011-NMCA-099, 150 N.M. 569, 263 P.3d 911, cert. denied, 2011-NMCERT-009, 269 P.3d 903. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations § 2812. 19 C.J.S. Corporations § 816.
NM Stat § 53-8-57 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-57 - Qualification of receivers.

A receiver shall in all cases be a citizen of the Unites [United] States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in New Mexico and shall in all cases give bond as the court may direct with sureties as the court may require. History: 1953 Comp., § 51-14-99, enacted by Laws 1975, ch. 217, § 57. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 C.J.S. Corporations § 773.
NM Stat § 53-8-58 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-58 - Filing of claims in liquidation proceedings.

In proceedings to liquidate the assets and affairs of a corporation the district court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in a form the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation. History: 1953 Comp., § 51-14-100, enacted by Laws 1975, ch. 217, § 58. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2862 to 2870, 2873. 19 C.J.S. Corporations § 872.
NM Stat § 53-8-59 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-59 - Discontinuance of liquidation proceedings.

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets. History: 1953 Comp., § 51-14-101, enacted by Laws 1975, ch. 217, § 59.
NM Stat § 53-8-60 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-60 - Decree of involuntary dissolution.

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of the Nonprofit Corporation Act, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, and all the property and assets have been applied so far as they will go to their payment, the district court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease. History: 1953 Comp., § 51-14-102, enacted by Laws 1975, ch. 217, § 60. ANNOTATIONSAm. Jur. 2d, A.L.R. and C.J.S. references. — 19 C.J.S. Corporations § 849.
NM Stat § 53-8-61 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-61 - Filing of decree of dissolution.

In case the district court enters a decree dissolving a corporation, it shall be the duty of the clerk of the court to file a certified copy of the decree with the corporation commission [secretary of state]. No fee shall be charged by the commission [secretary of state] for the filing thereof. History: 1953 Comp., § 51-14-103, enacted by Laws 1975, ch. 217, § 61. 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 § 53-8-62 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 8 - Nonprofit Corporations|Section 53-8-62 - Deposits with state treasurer.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the state treasurer and shall be paid over to such person or to his legal representative upon proof satisfactory to the state treasurer of his right thereto. History: 1953 Comp., § 51-14-104, enacted by Laws 1975, ch. 217, § 62.