reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-88.1 - Dormant corporations; statement in lieu of annual report.

A. Whenever any corporation is no longer actively conducting affairs in this state or carrying out the purposes of its incorporation, any two of its directors or officers may unite in signing a statement to that effect; the statement shall be filed in lieu of the required annual report. Upon the filing of this statement and the payment of all fees, penalties and interest, the commission [secretary of state] shall be authorized to strike the name of the corporation from the list of active corporations in this state; but this action shall not be construed in any sense as a formal dissolution of the corporation nor shall the corporation be relieved thereby from any outstanding obligation. Any corporation in this class may be fully revived by the resumption of actively conducting affairs and the filing of an annual report by the provision of this section.
B. Any corporation in this class may continue in this class by filing a statement of renewal every five years to the effect that it is not actively conducting affairs in this state nor carrying out the purposes of its incorporation. Sixty days after written notice of failure to file a statement of renewal has been mailed to its registered agent and also to the principal office of the corporation as shown in the last report filed with the commission [secretary of state], the corporation shall have its certificate of incorporation or authority cancelled by the commission [secretary of state] without further proceedings unless the statement of renewal is filed and all fees are paid within that sixty-day period.
History:
1978 Comp., § 53-8-88.1, enacted by Laws 1983, ch. 304, § 19.
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 8 - Nonprofit Corporations › Section 53-8-89 - Reports; affirmation; penalty.

A. All reports required to be filed with the commission [secretary of state] pursuant to the Nonprofit Corporation Act shall contain the following affirmation: "Under penalties of perjury, I declare and affirm that I have examined this report, including the accompanying schedules and statements, and that all statements contained therein are true and correct".
B. Any person who makes and subscribes any report required under the Nonprofit Corporation Act that contains a false statement, which statement is known to be false by such person, is guilty of perjury and upon conviction shall be punished as provided for in the perjury statutes of this state.
History:
1978 Comp., § 53-8-89, enacted by Laws 1979, ch. 180, § 4.
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.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1846, 1859 to 1864.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-90 - Authority to make refunds.

In response to a written claim for a refund for overpayment of a fee collected by the commission [secretary of state] pursuant to the Nonprofit Corporation Act, the commission [secretary of state] or its delegate may authorize the refund to a corporation, a foreign corporation, a nonprofit corporation or a person of any amount determined by the commission [secretary of state] or its delegate to have been erroneously paid to the commission [secretary of state].
History:
1953 Comp., § 51-14-130.1, enacted by Laws 1977, ch. 178, § 17.
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 8 - Nonprofit Corporations › Section 53-8-91 - Appeal from commission [secretary of state].

A. If the commission [secretary of state] fails to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by the Nonprofit Corporation Act to be approved by the commission [secretary of state] before the same is filed in its office, the commission [secretary of state] shall, within fifteen working days after the delivery thereof, give written notice of its disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. The person or corporation may appeal the disapproval to the district court pursuant to the provisions of Section 39-3-1.1 NMSA 1978.
B. If the commission [secretary of state] revokes a certificate of authority to conduct affairs in New Mexico of any foreign corporation or a certificate of incorporation of a domestic corporation, pursuant to the provisions of the Nonprofit Corporation Act, the foreign or domestic corporation may appeal to the district court pursuant to the provisions of Section 39-3-1.1 NMSA 1978.
History:
1953 Comp., § 51-14-131, enacted by Laws 1975, ch. 217, § 89; 1983, ch. 304, § 20; 1998, ch. 55, § 48; 1999, ch. 265, § 51.
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 procedures governing administrative appeals to the district court,
see
Rule 1-074 NMRA.
The 1999 amendment,
effective July 1, 1999, deleted "corporation" preceding "commission" throughout the section, and substituted "Section 39-3-1.1" for "Section 12-8A-1" in the last sentence of Subsection A and in Subsection B.
The 1998 amendment,
effective September 1, 1998, rewrote this section to the extent that a detailed comparison is impracticable.
The 1983 amendment,
effective June 17, 1983, substituted "fifteen working" for "ten" near the middle of the first sentence of Subsection A.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-92 - Issuance of certificate of good standing and compliance.

The commission [secretary of state] may issue a certificate of good standing and compliance if the corporation requesting the certificate has paid all fees due at the time of the request.
History:
1953 Comp., § 51-14-131.1, enacted by Laws 1977, ch. 178, § 18.
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 8 - Nonprofit Corporations › Section 53-8-93 - Certificates and certified copies to be received in evidence.

All certificates issued by the corporation commission [secretary of state] in accordance with the provisions of the Nonprofit Corporation Act, and all copies of documents filed in the commission's [secretary of state's] office in accordance with the provisions of the Nonprofit Corporation Act, when certified by the commission [secretary of state], shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated. A certificate by the corporation commission [secretary of state] under the great seal of New Mexico, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the foregoing documents or certificates, 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:
1953 Comp., § 51-14-132, enacted by Laws 1975, ch. 217, § 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-94 - Forms to be furnished by corporation commission [secretary of state].

Forms for all documents to be filed in the office of the corporation commission [secretary of state] may be furnished by the commission [secretary of state] on request therefor, but the use thereof, unless otherwise specifically prescribed in the Nonprofit Corporation Act, shall not be mandatory.
History:
1953 Comp., § 51-14-133, enacted by Laws 1975, ch. 217, § 91; 1977, ch. 178, § 19.
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 8 - Nonprofit Corporations › Section 53-8-95 - Greater voting requirements.

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by the Nonprofit Corporation Act, the provisions of the articles of incorporation or bylaws shall control.
History:
1953 Comp., § 51-14-134, enacted by Laws 1975, ch. 217, § 92.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 989 to 992; 18B Am. Jur. 2d Corporations § 1371.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-96 - Waiver of notice.

Whenever any notice is required to be given to any member or director of a corporation under the provisions of the Nonprofit Corporation Act or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
History:
1953 Comp., § 51-14-135, enacted by Laws 1975, ch. 217, § 93.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 332.
18 C.J.S. Corporations § 367.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-97 - Action by members or directors without a meeting.

A. Any action required by the Nonprofit Corporation Act to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be.
B. The consent as provided for in Subsection A of this section shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the corporation commission [secretary of state] under the Nonprofit Corporation Act.
History:
1953 Comp., § 51-14-136, enacted by Laws 1975, ch. 217, § 94.
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.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 332.
18 C.J.S. Corporations § 362.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-98 - Unauthorized assumption of corporate powers.

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
History:
1953 Comp., § 51-14-137, enacted by Laws 1975, ch. 217, § 95.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-99 - Effect of repeal of prior acts.

The repeal of a prior act by the Nonprofit Corporation Act shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof.
History:
1953 Comp., § 51-14-138, enacted by Laws 1975, ch. 217, § 97.
ANNOTATIONS
Applicability to prior repeals.
— This section by its terms applies only to the repeal of any prior act by the 1975 Nonprofit Corporation Act. The 1975 act did not repeal any provision relating to survival of remedies against dissolved corporations.
Quintana v. Los Alamos Med. Ctr., Inc.
, 1994-NMCA-162, 119 N.M. 312, 889 P.2d 1234.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 10 - Unincorporated Associations › Section 53-10-3 - [Mortgage or sale of property; method of conveyance.]

The property, real, personal or leasehold interest therein of any such club or association may be mortgaged or sold at such time and upon such terms as the then members of such club or association may determine by vote as its rules or by-laws [bylaws] may prescribe; and any deed signed by the president or secretary, or such other officer or officers designated by resolution of the members of any such club or association adopted at any regular or special meeting called for that purpose, shall be deemed sufficient in law to convey the fee simple title, or any title, to any property held or possessed by any such club or association free and clear of any interest, claim or title of any of the individual members thereof, their heirs, executors and administrators, as tenants in common or otherwise.
History:
Laws 1937, ch. 186, § 3; 1941 Comp., § 52-103; 1953 Comp., § 51-18-3.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— For property in name of local chapters,
see
notes to 53-10-2 NMSA 1978.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 10 - Unincorporated Associations › Section 53-10-4 - [Rules and regulations; subjects; effect.]

The members of any such association or club formed under this act [53-10-1 to 53-10-8 NMSA 1978] may prescribe from time to time, rules and regulations for the government of said club or association as the majority of its members from time to time may determine, may prescribe what fees and dues shall be payable, and the time when the same shall be paid as a condition for membership, or the continuance thereof by any member, and may provide in such rules that upon default in payment of such dues, or the violation of any of its other rules or regulations, a member's membership may be determined; which rules and regulations shall be deemed a contract between the member affected thereby and the balance of the members composing such association.
History:
Laws 1937, ch. 186, § 4; 1941 Comp., § 52-104; 1953 Comp., § 51-18-4.
ANNOTATIONS
Bracketed 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.
— Suspension or expulsion from social club or similar society and the remedies therefor, 20 A.L.R.2d 344.
Suspension or expulsion from professional association and the remedies therefor, 20 A.L.R.2d 531.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 10 - Unincorporated Associations › Section 53-10-5 - [Right to sue and be sued; actions against members.]

Such club or association may sue or be sued in its name without the individual members thereof being made parties to such suit, and may sue any member as a defendant in any matter arising out of his membership in said club or association or the termination thereof, and may recover judgment if necessary, for any dues or obligations due and owing by such member to the club or association, whether such member has ceased to become [be] such or not.
History:
Laws 1937, ch. 186, § 5; 1941 Comp., § 52-105; 1953 Comp., § 51-18-5.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Individual liability of member.
— Driver of truck was individually liable for injuries to woman struck by falling beam as truck was negligently moved in closing of refreshment stand operated exclusively by the ladies auxiliary.
Weese v. Stoddard
, 1956-NMSC-117, 63 N.M. 20, 312 P.2d 545.
The members of an unincorporated association are liable for the torts committed by the association's agent acting within the scope of his employment.
Weese v. Stoddard
, 1956-NMSC-117, 63 N.M. 20, 312 P.2d 545.
Plaintiffs lacked the legal capacity to sue.
— Where parties to a well sharing and easement agreement brought suit against defendant for past due water well expenses, but failed to satisfy the requirements of 53-10-1 NMSA 1978 by filing the statutory documents to form an unincorporated association, plaintiffs were unavailing of the rights conferred by 53-10-1 NMSA 1978, including the right to sue granted by this section, and therefore the district court erred in entering judgment in favor of plaintiffs.
Blue Canyon Well Ass'n v. Jevne
, 2018-NMCA-004.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 59 Am. Jur. 2d Parties §§ 19 to 23, 27, 30, 31.
Liability to one struck by golf ball, 53 A.L.R.4th 282.
Association of persons as proper representative of class under Rule 23 of Federal Rules of Civil Procedure governing maintenance of class actions, 63 A.L.R. Fed. 361.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 10 - Unincorporated Associations › Section 53-10-6 - Suits against or by unincorporated associations; recovery of judgments.

A. An unincorporated association may sue or be sued in its common name for the purpose of enforcing for or against it any substantive right. Suit may be brought against an unincorporated association by any individual member of the association, and the unincorporated association may sue its individual associates.
B. Any money judgment obtained against an unincorporated association shall bind only the joint or common property of the association.
C. In any action against an unincorporated association process may be served by delivering a copy of the summons and of the complaint or other pleading to an officer of the association or other head officer or agent in charge of its principal office in this state or by serving process in the manner now provided for service of process against corporations.
History:
1953 Comp., § 51-18-5.1, enacted by Laws 1959, ch. 68, § 1.
ANNOTATIONS
Class action allegations not necessary.
— This section provides that unincorporated associations may be sued in their own name and the union defendants are sued as unincorporated labor organizations. Being sued in their own name, no allegations of a class action were necessary to make them defendants in this action.
Gonzales v. Oil, Chem. & Atomic Workers Int'l Union
, 1966-NMSC-211, 77 N.M. 61, 419 P.2d 257.
No substantive right against association.
— Near the close of rodeo sponsored by an American Legion post, woman was injured by beam falling from truck when it was being moved by special servant at request of member of auxiliary. The driver of the truck was a special servant at the time of the accident, controlled by and acting under the direction of the auxiliary, an unincorporated association. He was assigned specifically by his post to do only the heavy work; other tasks were to be performed by the auxiliary. The stand was the exclusive project of the ladies who received all of the benefits. Legion post was not liable for the accident.
Weese v. Stoddard
, 1956-NMSC-117, 63 N.M. 20, 312 P.2d 545.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 6 Am. Jur. 2d Associations and Clubs § 52.
Recovery by member from unincorporated association for injuries inflicted by tort of fellow member, 14 A.L.R.2d 473.
Liability to one struck by golf ball, 53 A.L.R.4th 282.
Association of persons as proper representative of class under Rule 23 of Federal Rules of Civil Procedure governing maintenance of class actions, 63 A.L.R. Fed. 361.
7 C.J.S. Associations § 16.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 10 - Unincorporated Associations › Section 53-10-7 - [Maximum term of existence; dissolution; distribution of proceeds of property.]

Any association or club formed under the provisions of this act [53-10-1 to 53-10-8 NMSA 1978] may exist for such period of time not exceeding twenty years as may be fixed in the statement required to be filed by Section 1 [53-10-1 NMSA 1978] of this act; and upon the dissolution or winding up of any such club or association prior to the termination of its existence or otherwise, the property real and personal then possessed by said club, or any real estate the title to which is then standing in its name shall in law be deemed to be held by the said club or association for the use and benefit of the members at the time of such dissolution, and upon a sale or disposition, the proceeds shall be distributed among the members of such club or association at the time of such dissolution.
History:
Laws 1937, ch. 186, § 6; 1941 Comp., § 52-106; 1953 Comp., § 51-18-6.
ANNOTATIONS
Bracketed 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.
— 6 Am. Jur. 2d Associations and Clubs §§ 61, 62.
Right to assets of voluntarily dissolved lodge or club, 70 A.L.R.4th 897.
7 C.J.S. Associations § 9.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 10 - Unincorporated Associations › Section 53-10-8 - [Construction of act.]

This act [53-10-1 to 53-10-8 NMSA 1978] shall not be construed to repeal or modify any of the present laws of this state relative to corporations formed or [for] any purpose, but the same shall be construed as supplementary thereto.
History:
Laws 1937, ch. 186, § 7; 1941 Comp., § 52-107; 1953 Comp., § 51-18-7.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-3 - Purposes.

Corporations may be organized under the Business Corporation Act for any lawful purpose or purposes, except banking, insurance, credit unions, savings and loan associations, railroads and waterworks organized under the Laws of 1887, Chapter 12.
History:
1953 Comp., § 51-24-3, enacted by Laws 1967, ch. 81, § 3.
ANNOTATIONS
Compiler's notes.
— Laws 1887, ch. 12, referred to in this section, is compiled as 62-2-1 to 62-2-15, 62-2-17 to 62-2-19, 62-2-21 and 62-2-22 NMSA 1978.
This section is derived from Section 3 of the ABA Model Business Corporation Act.
Statute not for incorporation of savings bank.
— If the purpose, or one of the purposes, of incorporating is to operate a savings bank, this statute is not available.
First Thrift & Loan Ass'n v. State ex rel. Robinson
, 1956-NMSC-099, 62 N.M. 61, 304 P.2d 582 (decided under 51-2-6, 1953 Comp., now repealed).
No banking business under general corporation laws.
— A corporation cannot organize under the general corporation laws and thereafter conduct a banking business whether or not said corporation has two departments.
First Thrift & Loan Ass'n v. State ex rel. Robinson
, 1956-NMSC-099, 62 N.M. 61, 304 P.2d 582 (decided under 51-2-6, 1953 Comp., now repealed).
Law reviews.
— For survey, "Article VII of the New Probate Code: In Pursuit of Uniform Trust Administration," see 6 N.M.L. Rev. 213 (1976).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 192 to 198, 204.
18 C.J.S. Corporations § 28.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-6 - Defense of ultra vires.

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid because the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:
A. in a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of the contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of the contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained;
B. in a proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation; or
C. in a proceeding by the attorney general, as provided in the Business Corporation Act, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from the transaction of unauthorized business.
History:
1953 Comp., § 51-24-6, enacted by Laws 1967, ch. 81, § 6.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 7 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 2009 to 2033.
19 C.J.S. Corporations §§ 573 to 579.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-9 - Registered name.

A. Any foreign corporation not authorized to transact business in this state may register its corporate name under the Business Corporation Act if its corporate name is not the same as, or confusingly similar to, the name of any domestic corporation existing under the laws of this state, or the name of any foreign corporation authorized to transact business in this state, or any corporate name reserved or registered under the Business Corporation Act.
B. Registration shall be made by:
(1) filing with the commission [secretary of state]:
(a) an application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and
(b) a certificate setting forth that the corporation is in good standing under the laws of the state or territory in which it is organized, executed by the secretary of state of the state or territory or by the official who may have custody of the records pertaining to corporations; and
(2) paying to the commission [secretary of state] a registration fee in the amount of one dollar ($1.00) for each month, or fraction thereof, between the date of filing the application and December 31 of the calendar year in which the application is filed.
C. Registration shall be effective until the close of the calendar year in which the application for registration is filed.
History:
1953 Comp., § 51-24-9, enacted by Laws 1967, ch. 81, § 9.
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.
Compiler's notes.
— This section is derived from Section 10 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 289 to 293.
Right to protection of corporate name as between domestic corporation and foreign corporation not qualified to do business in state, 26 A.L.R.3d 994.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-10 - Renewal of registered name.

A corporation which has in effect a registration of its corporate name, may renew the registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and by paying a fee of ten dollars ($10.00). A renewal application may be filed between October 1 and December 31 each year, and shall extend the registration for the following calendar year.
History:
1953 Comp., § 51-24-10, enacted by Laws 1967, ch. 81, § 10.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 11 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-11 - Registered office and registered agent.

Each corporation shall have and continuously maintain in this state:
A. a registered office which may be, but need not be, the same as its place of business; and
B. a registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, having a business office identical with the registered office.
History:
1953 Comp., § 51-24-11, enacted by Laws 1967, ch. 81, § 11.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 12 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— Propriety and effect of corporation's appearance pro se through agent who is not attorney, 8 A.L.R.5th 653.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-14 - Service of process on corporation.

The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. Nothing in this section limits or affects the right to serve any process, notice or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.
History:
1953 Comp., § 51-24-13, enacted by Laws 1967, ch. 81, § 13.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 14 of the ABA Model Business Corporation Act.
Cross references.
— For service of process on secretary of state,
see
38-1-5 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2192, 2194.
What suits at domicile of corporation involving corporate stock, or rights and obligations incident thereto, are in rem, jurisdiction of which may rest on constructive service of process against nonresident, 145 A.L.R. 1393.
Setting aside default judgment for failure of statutory agent on whom process was served to notify defendant, 20 A.L.R.2d 1179.
Service in absence of express statutory direction on dissolved domestic corporation, 75 A.L.R.2d 1399.
19 C.J.S. Corporations §§ 721 to 735.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-15.1 - Shares held for account.

If the articles of incorporation or the bylaws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. The resolution shall set forth:
A. the classification of shareholder who may certify;
B. the purpose or purposes for which the certification may be made;
C. the form of certification and information to be contained therein;
D. if the certification is with respect to a record date or closing of the stock transfer books within which the certification must be received by the corporation; and
E. such other provisions with respect to the procedure as are deemed necessary or desirable. Upon receipt by the corporation of a certification complying with the procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
History:
1978 Comp., § 53-11-15.1, enacted by Laws 1983, ch. 304, § 27.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-18 - Issuance of shares.

A. Subject to any restrictions in the articles of incorporation, shares may be issued for such consideration as shall be authorized by the board of directors establishing a price (in money or other consideration) or a minimum price or general formula or method by which the price will be determined.
B. Upon authorization by the board of directors, the corporation may issue its own shares in exchange for or in conversion of its outstanding shares, or distribute its own shares, pro rata to its shareholders or the shareholders of one or more classes or series, to effectuate stock dividends or splits, and any such transaction shall not require consideration; provided, that no such issuance of shares of any class or series shall be made to the holders of shares of any other class or series unless it is either expressly provided for in the articles of incorporation, or is authorized by an affirmative vote or the written consent of the holders of at least a majority of the outstanding shares of the class or series in which the distribution is to be made.
History:
1953 Comp., § 51-24-17, enacted by Laws 1967, ch. 81, § 17; 1975, ch. 64, § 7; 1983, ch. 304, § 29.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 18 of the ABA Model Business Corporation Act.
The 1983 amendment,
effective June 17, 1983, rewrote this section to the extent that a detailed comparison would be impracticable.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M.L. Rev. 57 (1975).
For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 494.
Corporate stock without par value, 19 A.L.R. 131, 36 A.L.R. 791, 45 A.L.R. 1501, 65 A.L.R. 1347.
18 C.J.S. Corporations §§ 129 to 143.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-20 - Stock rights and options.

Subject to any provisions in respect thereof set forth in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase from the corporation shares of any class or classes. Such rights or options shall be evidenced in the manner approved by the board of directors and, subject to the provisions of the articles of incorporation, shall set forth the terms upon which, the time or times within which and the price or prices at which the shares may be purchased from the corporation upon the exercise of any such right or option. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of the consideration received for the rights or options is conclusive.
History:
1953 Comp., § 51-24-19, enacted by Laws 1967, ch. 81, § 19; 1975, ch. 64, § 9; 1983, ch. 304, § 31; 2001, ch. 200, § 46.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 20 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, deleted the former third sentence, which read "Unless otherwise provided in the articles of incorporation, if the rights or options have been or are to be issued to directors, officers or employees as such of the corporation or of any subsidiary thereof, and not to the shareholders generally, their issuance shall be approved or ratified by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or shall be authorized by and consistent with a plan approved or ratified by such a vote of shareholders.".
The 1983 amendment,
effective June 17, 1983, inserted "Unless otherwise provided in the articles of incorporation," at the beginning of the third sentence, inserted "have been or" near the beginning of the third sentence, inserted "or ratified" near the middle of the third sentence, and deleted the former last sentence, which read "The price or prices to be received for any shares having a par value, other than treasury shares to be issued upon the exercise of such rights or options, shall not be less than the par value thereof."
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18B Am. Jur. 2d Corporations §§ 1957 to 1983.
18 C.J.S. Corporations § 122 et seq.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-21 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1983, ch. 304, § 73, repealed 53-11-21 NMSA 1978, as enacted by Laws 1967, ch. 81, § 20, relating to determination of the amount of stated capital, effective June 17, 1983.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-22 - Expenses of organization, reorganization and financing.

The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation, either out of the consideration received by it in payment for its shares, or by issuance of its shares, without thereby rendering the shares not fully paid.
History:
1953 Comp., § 51-24-21, enacted by Laws 1967, ch. 81, § 21; 1983, ch. 304, § 32.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 22 of the ABA Model Business Corporation Act.
The 1983 amendment,
effective June 17, 1983, deleted "or assessable" at the end of the section.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-24 - Fractional shares.

A. A corporation may:
(1) issue fractions of a share, either represented by a certificate or uncertificated;
(2) arrange for the disposition of fractional interests by those entitled thereto;
(3) pay in money the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or
(4) issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share or an uncertificated full share upon the surrender of such scrip aggregating a full share.
B. A certificate for a fractional share or an uncertificated fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares or uncertificated full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of the scrip, or subject to any other conditions which the board of directors may deem advisable.
History:
1953 Comp., § 51-24-23, enacted by Laws 1967, ch. 81, § 23; 1975, ch. 64, § 11; 1983, ch. 304, § 34.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 24 of the ABA Model Business Corporation Act.
The 1983 amendment,
effective June 17, 1983, inserted "either represented by a certificate or uncertificated" in Paragraph (1) of Subsection A, substituted "money" for "cash" in Paragraph (3) of Subsection A, inserted "or an uncertificated full share" in Paragraph (4) of Subsection A, and inserted "or an uncertificated fractional share" in the first and second sentences of Subsection B.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M.L. Rev. 57 (1975).
For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations § 1022.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 11 - Business Corporations; Substantive Provisions › Section 53-11-26 - Shareholders' preemptive rights.

Except to the extent limited or denied by this section or by the articles of incorporation, shareholders shall have a preemptive right to acquire authorized but unissued shares, or securities convertible into such shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation:
A. holders of shares of any class that is preferred or limited as to dividends or assets shall not be entitled to any preemptive right;
B. holders of shares of common stock shall not be entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock;
C. holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power; and
D. the preemptive right shall be only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.
History:
1953 Comp., § 51-24-25, enacted by Laws 1975, ch. 64, § 12; 1983, ch. 304, § 35.
ANNOTATIONS
Compiler's notes.
— This section is derived in part from Section 26 of ABA Model Business Corporation Act.
The 1983 amendment,
effective June 17, 1983, substituted "authorized but unissued" for "unissued or treasury" preceding "shares" in the first sentence of the introductory language.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 525 to 539.
18 C.J.S. Corporations § 133.