reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-68 - Issuance of certificate of good standing and compliance.

The commission [secretary of state] may issue a certificate of good standing and compliance for a limited liability company or foreign limited liability company registered to transact business in New Mexico. If the person requesting the issuance of any such certificate is the limited liability company which is the subject of the certificate, the commission [secretary of state] may require that all fees due at the time of the request be paid before such certificate is issued.
History:
Laws 1993, ch. 280, § 68.
ANNOTATIONS
Bracketed 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-69 - Certificates and certified copies to be received in evidence.

All certificates issued by the commission [secretary of state] in accordance with the provisions of the Limited Liability Company Act and all copies of documents filed in its office in accordance with the provisions of the Limited Liability Company Act, when certified by it, shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated, and may be filed and recorded with the respective county clerks. A certificate by the commission [secretary of state] under its seal as to the existence or nonexistence of the facts relating to limited liability companies or foreign limited liability companies shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.
History:
Laws 1993, ch. 280, § 69.
ANNOTATIONS
Bracketed 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-70 - Forms furnished by the commission [secretary of state].

Forms for all documents to be filed in the office of the commission [secretary of state] may be furnished by the commission [secretary of state] on request therefor, but the use thereof, unless otherwise specifically prescribed by law, is not mandatory.
History:
Laws 1993, ch. 280, § 70.
ANNOTATIONS
Bracketed 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-71 - Application to existing limited liability companies.

The provisions of the Limited Liability Company Act apply to all existing foreign limited liability companies which have obtained a certificate of authority to transact business in New Mexico issued pursuant to provisions of the Business Corporation Act [Chapter 53, Articles 11 to 18 NMSA 1978]. Any such limited liability company shall reapply for registration under the Limited Liability Company Act. The commission [secretary of state] shall have authority to revoke upon reasonable prior written notice any certificate of authority to transact business in New Mexico which was issued pursuant to provisions of the Business Corporation Act prior to the effective date of the Limited Liability Company Act.
History:
Laws 1993, ch. 280, § 71.
ANNOTATIONS
Bracketed 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-73 - Reservation of power.

The legislature reserves power to amend, repeal or modify all or any part of the Limited Liability Company Act at any time and such changes shall be binding upon all limited liability companies and foreign limited liability companies subject to the provisions of the Limited Liability Company Act.
History:
Laws 1993, ch. 280, § 73.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-74 - Commission's [secretary of state's] retention of records.

The commission [secretary of state] shall provide, pursuant to the provisions of the Public Records Act [Chapter 14, Article 3 NMSA 1978], for the retention, storage and destruction of any documents filed with the commission [secretary of state].
History:
Laws 1993, ch. 280, § 74.
ANNOTATIONS
Bracketed 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-1 - Short title.

Chapter 53, Article 20 NMSA 1978 may be cited as the "Foreign Business Trust Registration Act".
History:
Laws 2001, ch. 200, § 83; 2015, ch. 66, § 12.
ANNOTATIONS
The 2015 amendment,
effective July 1, 2015, changed the statutory reference of the Foreign Business Trust Registration Act from "Sections 84 through 100 of this act" to "Chapter 53, Article 20 NMSA 1978".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-2 - Definitions.

As used in the Foreign Business Trust Registration Act:
A. "business trust" means an entity engaged in a trade or business that is created by a declaration of trust that transfers property to trustees, to be held and managed by them for the benefit of persons holding certificates representing the beneficial interest in the trust estate and assets; and
B. "foreign business trust" means a business trust formed under the laws of a state other than New Mexico.
History:
Laws 2001, ch. 200, § 84.
ANNOTATIONS
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-3 - Certificate of authority; necessity to obtain to transact business; what constitutes not transacting business.

A. A foreign business trust shall not transact business in this state unless it first obtains a certificate of authority from the public regulation commission [secretary of state]. A foreign business trust is not entitled to obtain a certificate of authority to transact a business in this state that it is not permitted to transact in the state or country in which it was created.
B. The following activities do not constitute transacting business within the meaning of Subsection A of this section:
(1) maintaining, defending or effecting the settlement of an action, suit or administrative or arbitration proceeding, or effecting the settlement of claims or disputes;
(2) maintaining bank accounts;
(3) maintaining offices or agencies for the transfer, exchange and registration of its securities, or appointing and maintaining trustees or depositories with relation to its securities;
(4) soliciting or procuring orders when the orders require acceptance outside of this state before becoming binding contracts;
(5) transacting business in interstate commerce;
(6) holding meetings of the board of trustees or holders of beneficial interest or carrying on other activities concerning internal affairs;
(7) selling through independent contractors;
(8) creating or procuring indebtedness, mortgages and security interests in real and personal property;
(9) conducting an isolated transaction that is completed within a period of thirty days and not in the course of a number of repeated transactions of a similar nature;
(10) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; or
(11) owning without more, real or personal property.
History:
Laws 2001, ch. 200, § 85.
ANNOTATIONS
Bracketed 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.
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-4 - Name of foreign business trust.

A. The name of a foreign business trust set forth in its certificate of trust shall be distinguishable from the name shown in the records of the public regulation commission [secretary of state] of any corporation, limited partnership, limited liability company, investment trust or limited liability partnership reserved, registered, formed or organized under the laws of New Mexico or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign limited liability company, foreign investment trust or foreign limited liability partnership in New Mexico; except that a foreign business trust may register under any name that is not distinguishable from the name shown in the records of the commission [secretary of state] of a domestic or foreign corporation, limited partnership, limited liability company, investment trust or limited liability partnership reserved, registered, formed or organized under the laws of New Mexico if the foreign business trust has the written consent of the other entity to use the name and if the written consent is filed with the commission [secretary of state].
B. The name of a foreign business trust set forth in its certificate of trust may contain the name of a beneficial owner, a trustee or any other person.
C. The name of a foreign business trust set forth in its certificate of trust may contain the following words: "company", "association", "club", "foundation", "fund", "institute", "society", "union", "syndicate", "limited" or "trust" or abbreviations of similar import.
D. The exclusive right to the use of a name may be reserved by a foreign business trust in accordance with the Business Corporation Act [Chapter 53, Articles 11 to 18 NMSA 1978].
History:
Laws 2001, ch. 200, § 86.
ANNOTATIONS
Bracketed 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.
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-5 - Prohibited change of name; penalties.

If a foreign business trust authorized to transact business in this state changes its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of the foreign business trust shall be suspended, and it shall not thereafter transact business in this state until it changes its name to a name that is available to it under the laws of this state and obtains a certificate of correction or amendment.
History:
Laws 2001, ch. 200, § 87.
ANNOTATIONS
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-6 - Application for certificate of authority.

A. A foreign business trust, in order to obtain a certificate of authority to transact business in New Mexico, shall make application to the secretary of state. The application shall set forth:
(1) the name of the foreign business trust and, if different, the name under which it proposes to transact business in New Mexico;
(2) the date of declaration of trust;
(3) the address of the principal office of the foreign business trust in the state or country under the laws of which it is organized;
(4) the address of the registered office of the foreign business trust in New Mexico, the name of its registered agent in New Mexico at that address and an acceptance of the appointment signed by the agent appointed; and
(5) the purposes of the foreign business trust that it proposes to pursue in the transaction of business in New Mexico.
B. The application shall be made on forms prescribed and furnished by the secretary of state or on forms containing substantially the same information as forms prescribed by the secretary and shall be executed by a person with authority to do so under the laws of the state or jurisdiction of its formation.
C. A foreign business trust shall deliver with the completed application a certificate of good standing and compliance issued by the appropriate official of the state or country having custody of trust records under the laws of which the trust is created, that is current within thirty days and that has not expired by the time of receipt by the secretary.
History:
Laws 2001, ch. 200, § 88; 2003, ch. 318, § 60; 2015, ch. 66, § 13.
ANNOTATIONS
The 2015 amendment,
effective July 1, 2015, required foreign business trusts to file applications for a certificate of authority with the secretary of state; in the introductory language of Subsection A, after "business in", deleted "this state" and added "New Mexico", and after "application to the", deleted "public regulation commission" and added "secretary of state"; in Paragraph (1) of Subsection A, after "business in", deleted "this state" and added "New Mexico"; in Paragraph (4) of Subsection A, after "trust in", deleted "this state" and added "New Mexico", and after "agent in", deleted "this state" and added "New Mexico"; in Paragraph (5) of Subsection A, after "business in", deleted "this state" and added "New Mexico"; in Subsection B, after "furnished by the", deleted "public regulation commission" and added "secretary of state", and after "prescribed by the", deleted "commission" and added "secretary"; and in Subsection C, after "certificate of", deleted "existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of trust records in the state or jurisdiction under whose law it is created" and added the remainder of the section.
The 2003 amendment,
effective July 1, 2003, inserted "or on forms containing substantially the same information as forms prescribed by the commission" following "public regulation commission" in Subsection B.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-7 - Issuance of certificate of authority.

A. If the public regulation commission [secretary of state] finds that the application for a certificate of authority meets the requirements of the Foreign Business Trust Registration Act and the requisite fees have been paid, it shall:
(1) endorse on the original the word "filed" and the month, day and year of the filing;
(2) file in its office the original of the application; and
(3) issue a certificate of authority to transact business in this state to which it shall affix a copy of the application.
B. The certificate of authority, together with a copy of the application affixed to it, shall be returned by the public regulation commission [secretary of state] to the business trust or its representative.
History:
Laws 2001, ch. 200, § 89.
ANNOTATIONS
Bracketed 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.
Cross references.
— For penalties imposed for failure to obtain a certificate of authority,
see
53-20-16 NMSA 1978.
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
Temporary provisions.
— Laws 2001, ch. 200, § 100 delineated the rights of foreign business trusts transacting business in the state as of the effective date of the Foreign Business Trust Registration Act, July 1, 2001.
Laws 2001, ch. 200, § 100(B) provided foreign business trusts existing and transacting business in New Mexico on July 1, 2001 a period of up to one year in which to fulfill the requirements to obtain a certificate of authority of the Foreign Business Trust Registration Act; while § 100(A) states that these foreign business trusts will be treated as having a certificate of authority during the period before they obtain it. Starting July 1, 2002 all foreign business trusts must have a certificate of authority to transact business in New Mexico.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-8 - Changes and amendments.

If a statement in the application for certificate of authority of a foreign business trust was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign business trust shall promptly file with the public regulation commission [secretary of state] a certificate, signed by an authorized person, correcting the statement, together with the fee required by Section 98 [99] [53-20-17 NMSA 1978] of the Foreign Business Trust Registration Act.
History:
Laws 2001, ch. 200, § 90.
ANNOTATIONS
Bracketed 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 reference to "Section 98" in this section appears to be misnumbered due to sections added and removed in the legislative process and not updated in this reference. The numbering should read "Section 99".
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-9 - Registered office and registered agent; requirement of maintenance in state.

A foreign business trust authorized to transact business in this state shall have and continuously maintain in this state:
A. a registered office, which may be the same as its place of business in this state; and
B. a registered agent, which may be either an individual resident in this state whose business office is identical with the registered office, or a domestic or foreign corporation, limited partnership, limited liability company, limited liability partnership or investment trust authorized to transact business in this state, having a business office identical with the registered office of the foreign business trust.
History:
Laws 2001, ch. 200, § 91.
ANNOTATIONS
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-11 - Service of process.

A. The registered agent appointed by a foreign business trust authorized to transact business in this state shall be an agent of the foreign business trust upon whom may be served any process, notice or demand required or permitted by law to be served upon the foreign business trust.
B. A foreign business trust may be served by registered or certified mail, return receipt requested, addressed to a trustee of the foreign business trust at its principal office shown on its application for a certificate of authority if the foreign business trust:
(1) has no registered agent or its registered agent cannot be served with reasonable diligence;
(2) has withdrawn from transacting business in New Mexico; or
(3) has had its certificate of authority revoked.
C. Service is perfected under Subsection B of this section at the earliest of:
(1) the date the foreign business trust receives the mail;
(2) the date shown on the return receipt, if signed on behalf of the foreign business trust; or
(3) five days after its deposit in the United States mail, if mailed postpaid and correctly addressed.
D. This section does not prescribe the only means, or necessarily the required means, of serving a foreign business trust described in Subsection B of this section.
History:
Laws 2001, ch. 200, § 93.
ANNOTATIONS
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-12 - Certificate of withdrawal; application and filing.

A. A foreign business trust authorized to transact business in this state may withdraw from this state upon obtaining from the public regulation commission [secretary of state] a certificate of withdrawal. To obtain the certificate, the foreign business trust shall deliver to the commission [secretary of state] an application for withdrawal. The application shall set forth:
(1) the name of the foreign business and the state or country under the laws of which it is organized;
(2) that the foreign business trust is not transacting business in this state;
(3) that the foreign business trust surrenders its authority to transact business in this state;
(4) that the foreign business trust revokes the authority of its registered agent in this state to accept service of process and consents that service of process in an action, suit or proceeding based on a cause of action arising in this state during the time the foreign business trust was authorized to transact business in this state may thereafter be made on the foreign business trust by service on the secretary of state;
(5) an address to which the secretary of state may mail a copy of any process against the foreign business trust served on the secretary of state;
(6) a commitment to notify the commission [secretary of state] in the future of any change in its mailing address; and
(7) additional information necessary or appropriate to enable the commission [secretary of state] to determine and assess any unpaid fees or taxes payable by the foreign business trust.
B. The application for withdrawal shall be made on forms prescribed and furnished by the public regulation commission [secretary of state] or on forms containing substantially the same information as forms prescribed by the commission [secretary of state] and shall be executed by the trust by an authorized person, or if the foreign business trust is in the hands of a receiver or trustee, by the receiver or trustee.
History:
Laws 2001, ch. 200, § 94; 2003, ch. 318, § 62.
ANNOTATIONS
Bracketed 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" for "any" following "of process in" in Paragraph A(4) and inserted "or on forms containing substantially the same information as forms prescribed by the commission" following "public regulation commission" in Subsection B.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-13 - Certificate of withdrawal; issuance.

A. An application of a foreign business trust for withdrawal shall be delivered to the public regulation commission [secretary of state]. If the commission [secretary of state] finds that the application meets the requirements of the Foreign Business Trust Registration Act, when all fees and taxes prescribed by law have been paid it shall:
(1) endorse on the application the word "filed" and the month, day and year of the filing;
(2) file the application in its office; and
(3) issue a certificate of withdrawal.
B. The certificate of withdrawal, together with a copy of the application for withdrawal affixed thereto by the public regulation commission [secretary of state], shall be returned to the foreign business trust or its representative. Upon the issuance of the certificate of withdrawal, the authority of the foreign business trust to transact business in this state shall cease.
History:
Laws 2001, ch. 200, § 95.
ANNOTATIONS
Bracketed 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.
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-14 - Certificate of authority; revocation; causes.

A. The certificate of authority of a foreign business trust to transact business in this state may be revoked by the public regulation commission [secretary of state] pursuant to this section when:
(1) the foreign business trust has failed to pay any fees prescribed by law when they become due and payable;
(2) the foreign business trust has failed to appoint and maintain a registered agent in this state;
(3) the foreign business trust has failed, after change of its registered office or registered agent, to file with the commission [secretary of state] a statement of the change as required by law; or
(4) a misrepresentation has been made of any material matter in an application, report, affidavit or other document submitted by such foreign business trust pursuant to law.
B. No certificate of authority of a foreign business trust shall be revoked by the public regulation commission [secretary of state] unless:
(1) it has given the foreign business trust not less than sixty days' prior notice of revocation by mail addressed to its registered office in this state; and
(2) the foreign business trust prior to revocation fails to pay fees or taxes owed, file the required statement of change of registered agent or registered office or correct the misrepresentation.
History:
Laws 2001, ch. 200, § 96.
ANNOTATIONS
Bracketed 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.
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-15 - Certificate of authority; revocation procedure.

A. Upon revoking a certificate of authority of a foreign business trust, the public regulation 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 foreign business trust at its registered office in this state a notice of the revocation accompanied by the other certificate.
B. Upon issuance of the certificate of revocation, the authority of the foreign business trust to transact business in this state ceases.
History:
Laws 2001, ch. 200, § 97.
ANNOTATIONS
Bracketed 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.
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-16 - Consequences of transacting business without authority.

A. A foreign business trust transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
B. The successor to a foreign business trust that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign business trust or its successor obtains a certificate of authority.
C. A court may stay a proceeding commenced by a foreign business trust, its successor or assignee until it determines whether the foreign business trust or its successor requires a certificate of authority. If it so determines, the court may further stay a proceeding until the foreign business trust or its successor obtains a certificate.
D. A foreign business trust is liable for a civil penalty of ten dollars ($10.00) for each day, but not to exceed a total of one thousand dollars ($1,000) for each year it transacts business in this state without a certificate of authority. The attorney general may enforce the civil liability imposed pursuant to this subsection.
E. The failure of a foreign business trust to obtain a certificate of authority does not impair the validity of any contract or act of the foreign business trust or prevent it from defending any action, suit or proceeding in any court of this state.
History:
Laws 2001, ch. 200, § 98.
ANNOTATIONS
Effective dates.
— Laws 2001, ch. 200, § 101 made the Foreign Business Trust Registration Act effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 20 - Foreign Business Trust Administration › Section 53-20-17 - Fees.

The secretary of state shall charge and collect from a foreign business trust for:
A. filing a statement of change of address of registered office or change of registered agent, or both, twenty-five dollars ($25.00);
B. filing an application of a foreign business trust for a certificate of authority to transact business in this state and issuing a certificate of authority, two hundred fifty dollars ($250);
C. filing an agent's statement of change of address of registered agent, twenty-five dollars ($25.00);
D. filing a certificate of correction or amendment of a foreign business trust authorized to transact business in this state, fifty dollars ($50.00);
E. filing an application for withdrawal of a foreign business trust and issuing a certificate of withdrawal, twenty-five dollars ($25.00);
F. filing any other statement of a foreign business trust, twenty-five dollars ($25.00);
G. for furnishing a copy of any document, instrument or paper relating to a foreign business trust, ten dollars ($10.00); and
H. for furnishing a certified copy of any documents, instruments or papers relating to a foreign business trust, twenty-five dollars ($25.00).
History:
Laws 2001, ch. 200, § 99; 2003, ch. 318, § 63; 2015, ch. 66, § 14.
ANNOTATIONS
The 2015 amendment,
effective July 1, 2015, authorized the secretary of state to charge and collect certain fees from foreign business trusts; in the introductory sentence of the section, changed "public regulation commission" to "secretary of state"; in Subsection C, after "registered agent", deleted "for each affected corporation"; in Subsection G, after "furnishing a", deleted "certified", after "foreign business trust,", deleted "one dollar ($1.00) per page and", after "($10.00)", deleted "for the certificate and affixing the seal thereto"; and added Subsection H.
The 2003 amendment,
effective July 1, 2003, added present Subsection C and redesignated Subsections C to F as Subsections D to G.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1 - Uniform Partnerships › Section 54-1-1 to 54-1-46 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1996, ch. 53, § 1004 repealed 54-1-1 to 54-1-43 NMSA 1978, as enacted by Laws 1947, ch. 37, §§ 1 to 43, and as amended by Laws 1967, ch. 76, § 1 and by Laws 1995, ch. 185, §§ 1 to 8, effective July 1, 1997. For provisions of former sections,
see
the 1995 NMSA 1978 on
NMOneSource.com
. For present comparable provisions,
see
Chapter 54, Article 1A NMSA 1978.
Laws 1997, ch. 76, § 23 repeals 54-1-44 to 54-1-46 NMSA 1978, as enacted by Laws 1995, ch. 185, §§ 9 to 11, relating to registered limited liability partnerships, name of registered limited liability partnership, and applicability of act to foreign and interstate commerce, effective July 1, 1997. For provisions of former sections,
see
the 1996 NMSA 1978 on
NMOneSource.com
. For present comparable provisions,
see
54-1A-1101 NMSA 1978 et seq.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1 - Uniform Partnerships › Section 54-1-47 - Insurance or financial responsibility of registered limited liability partnerships.

A. A registered limited liability partnership shall carry at least five hundred thousand dollars ($500,000) per occurrence and one million dollars ($1,000,000) in the aggregate per year of liability insurance, beyond the amount of any applicable deductible, covering the partnership for errors, omissions, negligence, wrongful acts, misconduct and malpractice for which the liability of partners is limited by Section 54-1A-306 NMSA 1978. Such an insurance policy may contain reasonable provisions with respect to policy periods, deductibles, territory, claims, conditions, exclusions and other usual matters.
B. If a registered limited liability partnership is in substantial compliance with the requirements of Subsection A of this section, the requirements of this section shall not be admissible or in any way be made known to a jury in determining an issue of liability for or extent of the debt or obligation or damages in question.
C. A registered limited liability partnership is considered to be in substantial compliance with Subsection A of this section if the partnership provides an amount of funds equal to the amount of insurance required by that subsection specifically designated and segregated for the satisfaction of judgments against the partnership or its partners based on errors, omissions, negligence, wrongful acts, misconduct and malpractice for which liability is limited by Section 54-1A-306 NMSA 1978 as follows:
(1) a deposit in trust or bank escrow or cash, bank certificates of deposit or United States treasury obligations; or
(2) a bank letter of credit or insurance company surety bond.
History:
1978 Comp., § 54-1-47, enacted by Laws 1995, ch. 185, § 12; 1998, ch. 31, § 1.
ANNOTATIONS
The 1998 amendment,
May 20, 1998, in Subsection A, inserted "and one million dollars ($1,000,000) in the aggregate per year", and substituted "54-1A-306" for "54-1-15" in the first sentence; substituted "54-1A-306" for "54-1-15" near the end of Subsection C; and in Paragraph D(1), deleted "on January 1 of the second year following enactment of this section, and" preceding "on January 1" and "thereafter" following "of each year,".
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1 - Uniform Partnerships › Section 54-1-48 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1997, ch. 76, § 23 repealed 54-1-48 NMSA 1978, as enacted by Laws 1995, ch. 185, § 13, relating to registered limited liability partnership partner's liability, effective July 1, 1997. For provisions of former section,
see
the 1996 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 1 - General Provisions. › Section 54-1A-102 - Knowledge and notice.

(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it; or
(3) has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
(1) comes to the person's attention; or
(2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in Subsection (f), a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention, if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
History:
Laws 1996, ch. 53, § 102.
ANNOTATIONS
Effective dates.
— Laws 1996, ch. 53, § 1007 makes the Uniform Partnership Act (1994) effective on July 1, 1997.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 1 - General Provisions. › Section 54-1A-103 - Effect of partnership agreement; nonwaivable provisions.

(a) Except as otherwise provided in Subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1) vary the rights and duties under Section 54-1A-105 NMSA 1978, except to eliminate the duty to provide copies of statements to all of the partners;
(2) unreasonably restrict the right of access to books and records under Section 54-1A-403(b) NMSA 1978;
(3) eliminate the duty of loyalty under Section 54-1A-404(b) or 54-1A-603(b) NMSA 1978, but:
(i) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that would violate the duty of loyalty;
(4) unreasonably reduce the duty of care under Section 54-1A-404(c) or 54-1A-603(b) NMSA 1978;
(5) eliminate the obligation of good faith and fair dealing under Section 54-1A-404(d) NMSA 1978, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) vary the power to dissociate as a partner under Section 54-1A-602(a) NMSA 1978, except to require the notice under Section 54-1A-601(1) NMSA 1978 to be in writing;
(7) vary the right of a court to expel a partner in the events specified in Section 54-1A-601(5) NMSA 1978;
(8) vary the requirement to wind up the partnership business in cases specified in Section 54-1A-801(4), (5) or (6) NMSA 1978;
(9) vary the law applicable to a limited liability partnership under Section 54-1A-106(b) NMSA 1978; or
(10) restrict rights of third parties under the Uniform Partnership Act (1994).
History:
Laws 1996, ch. 53, § 103; 1997, ch. 76, § 2.
ANNOTATIONS
The 1997 amendment,
effective July 1, 1997, inserted "of this section" in the first sentence in Subsection (a); and, in Subsection (b), made section reference substitutions throughout, added Paragraph (9) and made a related stylistic change, and redesignated former Paragraph (9) as Paragraph (10).
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 1 - General Provisions. › Section 54-1A-104 - Supplemental principles of law.

(a) Unless displaced by particular provisions of the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978], the principles of law and equity supplement that act.
(b) If an obligation to pay interest arises under the Uniform Partnership Act (1994) and the rate is not specified, the rate is that specified in Section 56-8-4 NMSA 1978.
History:
Laws 1996, ch. 53, § 104.
ANNOTATIONS
Effective dates.
— Laws 1996, ch. 53, § 1007 makes the Uniform Partnership Act (1994) effective on July 1, 1997.