2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-9 - Registered office and registered agent of foreign corporation.

Each foreign corporation authorized to transact business in this state 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 in this state; 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., § 51-30-8, enacted by Laws 1967, ch. 81, § 110.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 113 of the ABA Model Business Corporation Act.
The Business Corporation Act does not compel a foreign corporation to consent to general personal jurisdiction.
— In consolidated interlocutory appeals where the district court denied petitioners' motions to dismiss claims against them for lack of general or specific personal jurisdiction, and where the court of appeals concluded that general personal jurisdiction was proper over petitioners, four foreign corporations, all of whom are manufacturers of automobiles or automobile components and registered to transact business under New Mexico's Business Corporation Act (BCA), §§ 53-17-1 through 53-17-20 NMSA 1978, the New Mexico supreme court reversed the court of appeals because any legislative intent to require a foreign corporation to consent to general personal jurisdiction should be clearly, unequivocally, and unambiguously expressed in the statutory text, and the language of the BCA relating to a foreign corporation's equal rights and responsibilities under New Mexico law does not clearly, unequivocally, and unambiguously express an intent to require a foreign corporation to consent to general personal jurisdiction in New Mexico.
Chavez v. Bridgestone Americas Tire Operations, LLC
, 2022-NMSC-006,
rev'g
2019-NMCA-023, 458 P.3d 569; A-1-CA-36442, mem. op. (Ct. App. Dec. 21, 2018) (nonprecedential); A-1-CA-35910, mem. op. (Ct. App. Dec. 21, 2018) (nonprecedential); and A-1-CA-37818 (Ct. App. Jan 18, 2019), and
overruling
Werner v. Wal-Mart Stores
, Inc., 1993-NMCA-112, 116 N.M. 229, 861 P.2d 270.
Constitutionality of registration statutes.
— In a wrongful death action where decedent purchased a Ford pickup truck from a private seller in New Mexico, and where decedent later died in a single vehicle accident when the roof structure of the truck collapsed after the vehicle rolled over on a New Mexico road, and where plaintiff claimed that the truck's roof structure was defectively designed, defendant's claim that the imposition of general personal jurisdiction over it based on its registration to do business in New Mexico violated the dormant Commerce Clause was without merit, because any burden the registration statutes have on interstate commerce is justified by New Mexico's interests in providing access to the courts for residents and those injured in the state.
Navarette Rodriguez v. Ford Motor Co
., 2019-NMCA-023, cert. granted.
Compliance with statute requiring registration to do business in the state constitutes consent to that state's jurisdiction.
— In a wrongful death action where decedent purchased a Ford pickup truck from a private seller in New Mexico, and where decedent later died in a single vehicle accident when the roof structure of the truck collapsed after the vehicle rolled over on a New Mexico road, and where plaintiff claimed that the truck's roof structure was defectively designed, the district court did not err in denying defendant's motion to dismiss for lack of personal jurisdiction, because defendant consented to general jurisdiction in New Mexico courts by registering to do business here and appointing an agent for service of process under the Business Corporation Act, 53-11-1 through 53-18-12 NMSA 1978.
Navarette Rodriguez v. Ford Motor Co
., 2019-NMCA-023, cert. granted.
Venue.
— Foreign corporations that have appointed a foreign corporation as their statutory agent may receive the benefit of the special venue provisions of Section 38-3-1F NMSA 1978.
Cooper v. Chevron U.S.A., Inc.
, 2002-NMSC-020, 132 N.M. 382, 49 P.3d 61.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 36 Am. Jur. 2d Foreign Corporations §§ 229, 233.
19 C.J.S. Corporations §§ 902, 909, 955.