reglab/housing_qa huggingface dataset:
NM Stat § 53-19-43 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-43 - Power of managers or members after dissolution.

A. Subject to Subsections C and D of this section, on and after dissolution of the limited liability company and until articles of dissolution shall have been filed with the commission [secretary of state], any manager of a limited liability company whose articles of organization vest management in managers and any member of a limited liability company whose articles of organization do not vest management in managers can bind the limited liability company: (1) by any act authorized by Section 42 [53-19-42 NMSA 1978] of the Limited Liability Company Act for winding up the limited liability company's business and affairs; and (2) by any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution. B. The filing of the articles of dissolution required by Section 41 [53-19-41 NMSA 1978] of the Limited Liability Company Act shall be notice of dissolution for purposes of Paragraph (2) of Subsection A of this section. C. An act of a member, manager or other person that is not otherwise binding on the limited liability company pursuant to Subsection A of this section is binding if it is otherwise authorized or ratified by the limited liability company. D. An act of any person that is in contravention of a restriction on authority, shall not bind the limited liability company to persons having knowledge of the restriction. History: Laws 1993, ch. 280, § 43. 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 § 53-19-44 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-44 - Distribution of assets.

In winding up the business and affairs of a limited liability company, its assets shall be applied or distributed, and its accounts settled, in the following order of priority: A. first, to payment or adequate provision for payment to creditors, excluding members who by reason of the provisions of Section 28 [53-19-28 NMSA 1978] of the Limited Liability Company Act are creditors with respect to distributions by the limited liability company, but including to the extent permitted by law members who are creditors without application of the provisions of that section; B. second, except as otherwise provided in the articles of organization or an operating agreement, in satisfaction of liabilities: (1) under Section 28 of the Limited Liability Company Act to members or former members for distributions; and (2) to former members as a result of a dissociation requiring a payment under Section 24 [53-19-24 NMSA 1978] of the Limited Liability Company Act or as a result of a voluntary withdrawal requiring payment under Subsection C of Section 37 [53-19-37 NMSA 1978] of the Limited Liability Company Act; and C. third, except as otherwise provided in the articles of organization or an operating agreement, to members at the date of dissolution in the proportions, determined as of that date, of the values of their contributions to the capital of the limited liability company adjusted for withdrawals of capital. History: Laws 1993, ch. 280, § 44.
NM Stat § 53-19-45 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-45 - Known claims against dissolved limited liability company.

A. A dissolved limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to Section 53-19-41 NMSA 1978 and following the procedure described in this section. B. The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice shall: (1) describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline by which claims must be received by the limited liability company, which may not be earlier than the later of one hundred twenty days after the date on which the articles of dissolution were filed pursuant to Section 53-19-41 NMSA 1978 or, if the dissolution was not effective on such filing date, one hundred twenty days after the effective date of dissolution stated in the articles of dissolution; (4) state that the claim shall be barred if not received by the deadline; and (5) state the effective date that will apply to any rejection notice that the limited liability company may give upon receipt of any claim. C. A claim against the dissolved limited liability company is barred: (1) if a claimant who was given written notice pursuant to Subsection B of this section does not deliver the claim to the dissolved limited liability company by the deadline; or (2) if a claimant whose claim was rejected in writing by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. D. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. History: Laws 1993, ch. 280, § 45; 1995, ch. 213, § 5. ANNOTATIONSThe 1995 amendment, effective June 16, 1995, substituted "Section 53-19-41 NMSA 1978" for "Section 41 of the Limited Liability Company Act" in Subsection A; and, in Subsection B, rewrote Paragraph (3), added Paragraph (5), and made minor stylistic changes.
NM Stat § 53-19-46 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-46 - Unknown claims against dissolved limited liability company.

A. A dissolved limited liability company may publish notice of its dissolution pursuant to this section and request that persons with claims against the limited liability company present them in accordance with the notice. B. The notice shall: (1) be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office or registered office is or was located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the limited liability company shall be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. C. If the dissolved limited liability company publishes a newspaper notice in accordance with Paragraph (1) of Subsection B of this section and files articles of dissolution pursuant to Section 53-19-41 NMSA 1978, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three years after the publication date of the newspaper notice: (1) a claimant who did not receive written notice pursuant to provisions of Section 53-19-45 NMSA 1978; (2) a claimant whose claim was timely delivered to the dissolved limited liability company but neither accepted nor rejected; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. D. A claim may be enforced under this section: (1) against the dissolved limited liability company, to the extent of its undistributed assets; or (2) if the assets have been distributed in winding up, against a member of the dissolved limited liability company to the extent of the lesser of his pro rata share of the claim and the fair market value of the assets of the limited liability company distributed to him in winding up, determined as of the times of such distributions; but a member's total liability for all claims pursuant to the provisions of this section shall not exceed the total fair market value of the assets distributed to him determined as of the date of distribution. History: Laws 1993, ch. 280, § 46; 1995, ch. 213, § 6. ANNOTATIONSThe 1995 amendment, effective June 16, 1995, in Subsection C, substituted "Section 53-19-41 NMSA 1978" for "Section 41 of the Limited Liability Company Act" and "the publication date of the newspaper notice" for "the later of the publication date of the newspaper notice and the date on which the articles of dissolution were filed" in the introductory paragraph, and substituted "pursuant to provisions of Section 53-19-45 NMSA 1978" for "under Section 45 of the Limited Liability Company Act" in Paragraph (1); and made a minor stylistic change in Subsection D.
NM Stat § 53-19-47 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-47 - Laws governing foreign limited liability company.

A. Subject to the constitution of New Mexico, the laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers and members. B. A foreign limited liability company may not be denied registration by reason of any difference between the laws of the state and other jurisdictions under which it was organized and the laws of New Mexico. History: Laws 1993, ch. 280, § 47.
NM Stat § 53-19-49 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-49 - Issuance of registration.

If the commission [secretary of state] determines that the application for registration from a foreign limited liability company conforms to the provisions of the Limited Liability Company Act and all requisite fees have been paid, the commission [secretary of state] shall: A. endorse on the signed original and each copy the word "filed" and the date of its acceptance for filing; B. retain a signed original in the files of the commission [secretary of state]; and C. return each copy to the person who delivered it to the commission [secretary of state] or to that person's representative. History: Laws 1993, ch. 280, § 49; 2003, ch. 318, § 55. 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, inserted "from a foreign limited liability company" following "application for registration" in the introductory paragraph and deleted "duplicate" preceding "copy" in Subsections A and C.
NM Stat § 53-19-50 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-50 - Name.

A foreign limited liability company may register with the commission [secretary of state] under any name, whether or not it is the name under which it is registered in the state or other jurisdiction of organization, as long as the name could be registered by a domestic limited liability company pursuant to Section 3 [53-19-3 NMSA 1978] of the Limited Liability Company Act. History: Laws 1993, ch. 280, § 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 § 53-19-51 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-51 - Amended certificate of registration.

A. The application for registration of a foreign limited liability company may be amended by filing an amended certificate of registration with the commission [secretary of state] signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization. The application for an amended certificate of registration shall set forth: (1) the name of the foreign limited liability company; (2) the date the original application for registration was filed; and (3) the amendment to the application for registration. B. The application for registration may be amended in any way, so long as the application for registration as amended contains only provisions that, at the time of the amendment, may be lawfully contained in an application for registration. C. An application for registration shall be amended to reflect any change in the identity of the persons in whom management of the foreign limited liability company is vested. D. The requirements in respect to the form and contents of the application for amended certificate of registration, the manner of its execution, the filing of an original and copy with the commission [secretary of state], the issuance of an amended certificate of registration and the effect thereof, shall be the same as in the case of an original application for a certificate of registration. In addition to these requirements, the application shall be accompanied by an authenticated copy of the amended articles of organization. History: Laws 1993, ch. 280, § 51; 2001, ch. 200, § 77. 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 2001 amendment, effective July 1, 2001, rewrote the section heading, which formerly read "Amendments"; substituted "an amended certificate of registration" and "application for an amended certificate of registration" for "articles of amendment" in Subsection A; and added Subsection D.
NM Stat § 53-19-52 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-52 - Cancellation of registration.

A. A foreign limited liability company authorized to transact business in New Mexico may cancel its registration by application to the secretary of state for a certificate of cancellation. The application for cancellation shall set forth:(1) the name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is organized;(2) that the foreign limited liability company is not transacting business in New Mexico;(3) that the foreign limited liability company surrenders its registration to transact business in New Mexico;(4) that the foreign limited liability company confirms the authority of its registered agent for service of process in New Mexico and consents that service of process in any action, suit or proceeding based upon any cause of action arising in New Mexico during the time that the foreign limited liability company was authorized to transact business in New Mexico also may be made on the foreign limited liability company by service upon the secretary of state;(5) an address to which a person may mail a copy of any process against the foreign limited liability company; and(6) confirmation that the foreign limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.B. The application for cancellation shall be in the form specified by the secretary of state and shall be executed for the foreign limited liability company by a person with authority to do so under the laws of the state or other jurisdiction of its organization or, if the foreign limited liability company is in the hands of a receiver or trustee, by the receiver or trustee on behalf of the foreign limited liability company.C. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited liability company with respect to causes of action arising out of its having done business in New Mexico. History: Laws 1993, ch. 280, § 52; 2019, ch. 159, § 6. ANNOTATIONSThe 2019 amendment, effective July 1, 2019, provided that a foreign limited liability company may cancel its registration by application to the secretary of state for a certificate of cancellation, and that the application shall include confirmation that the foreign limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; in Subsections A and B, changed "commission" to "secretary of state"; and added Paragraph A(6).
NM Stat § 53-19-53 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-53 - Transaction of business without registration.

A. A foreign limited liability company transacting business in New Mexico may not maintain an action, suit or proceeding in a court of New Mexico until it has registered in New Mexico. B. The failure of a foreign limited liability company to register in New Mexico does not: (1) impair the validity of any contract or act of the foreign limited liability company; (2) affect the right of any other party to a contract to maintain any action, suit or proceeding on the contract; or (3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of New Mexico. C. A foreign limited liability company, by transacting business in New Mexico without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in New Mexico. D. A foreign limited liability company that transacts business in New Mexico without a valid registration shall be liable to New Mexico in an amount equal to all fees that would have been imposed by the Limited Liability Company Act on that foreign limited liability company for the years or parts of years during which it transacted business in New Mexico without registration, had it obtained such registration, filed all reports required by that act and paid all penalties imposed by that act. The attorney general may bring proceedings to recover all amounts due New Mexico under the provisions of this section. E. A foreign limited liability company that transacts business in New Mexico without a valid registration shall be subject to a civil penalty not to exceed two hundred dollars ($200) per year or any part thereof during which business was transacted. F. The civil penalty provided for in Subsection E of this section may be recovered in an action brought by the attorney general. Upon a finding by the court that a foreign limited liability company or any of its members or managers have transacted business in New Mexico in violation of the Limited Liability Company Act, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transaction of business by the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in New Mexico. The foreign limited liability company shall be enjoined from transacting business in New Mexico until all civil penalties, plus any interest and court costs that the court may assess, have been paid and until the foreign limited liability company has otherwise complied with the provisions of the Limited Liability Company Act. G. A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because such company transacted business in New Mexico without registration. History: Laws 1993, ch. 280, § 53.
NM Stat § 53-19-54 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-54 - Transactions not constituting transacting business.

A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of the Limited Liability Company Act: (1) maintaining, defending or settling any proceeding; (2) holding meetings of its members or carrying on any other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or appointing and maintaining trustees or depositories with respect to those securities or interests; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside New Mexico before they become contracts; (7) creating as borrower or lender or acquiring indebtedness or mortgages or other security interests in real or personal property; (8) securing or collecting debts or enforcing rights in property securing debts; (9) investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests; executing division orders, contracts of sale and other instruments incidental to the ownership of such nonoperating mineral interests; and, in general, owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce. B. A foreign limited liability company shall not be considered to be transacting business in New Mexico solely because it: (1) owns a controlling interest in a corporation or a foreign corporation that transacts business in New Mexico; (2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in New Mexico; or (3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in New Mexico. C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in New Mexico or to regulation under any other law of New Mexico. History: Laws 1993, ch. 280, § 54.
NM Stat § 53-19-55 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 19 - Limited Liability Companies|Section 53-19-55 - Service of process.

Service of process in any action against a foreign limited liability company, whether or not registered in accordance with the provisions of the Limited Liability Company Act, shall be made in the manner prescribed by law and the New Mexico Rules of Civil Procedure. History: Laws 1993, ch. 280, § 55.