2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-1 - Right to amend articles of incorporation.

A corporation may amend its articles of incorporation from time to time in as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment and, if a change in shares or the rights of shareholders, or an exchange, reclassification or cancellation of shares or rights of shareholders is to be made, provisions as may be necessary to effect the change, exchange, reclassification or cancellation. In particular, and without limitation upon the general power of amendment, a corporation may amend its articles of incorporation from time to time to:
A. change its corporate name and, if different, include any name under which it proposes to transact business in New Mexico;
B. change its period of duration;
C. change, enlarge or diminish its corporate purposes;
D. increase or decrease the aggregate number of shares or shares of any class that the corporation has authority to issue;
E. provide or eliminate any provision with respect to the minimum consideration for any shares or class of shares;
F. exchange, classify, reclassify or cancel all or any part of its shares, whether issued or unissued;
G. change the designation of all or any part of its shares, whether issued or unissued, and to change the preferences, limitations and relative rights in respect of all or any part of its shares, whether issued or unissued;
H. change the shares of any class, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of other classes;
I. create new classes of shares having rights and preferences, either prior and superior or subordinate and inferior, to the shares of any class then authorized, whether issued or unissued;
J. cancel or otherwise affect the right of the holders of the shares of any class to receive dividends that have accrued but have not been declared;
K. divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designation of the series and the variations in the relative rights and preferences as between the shares of the series;
L. authorize the board of directors to establish, out of authorized but unissued shares, series of any preferred or special class of shares and fix and determine the relative rights and preferences of the shares of any series so established;
M. authorize the board of directors to fix and determine the relative rights and preferences of the authorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed;
N. revoke, diminish or enlarge the authority of the board of directors to establish series out of authorized but unissued shares of any preferred or special class and fix and determine the relative rights and preferences of the shares of any series so established; or
O. limit, deny or grant to shareholders of any class the preemptive right to acquire additional shares of the corporation, whether then or thereafter authorized.
History:
1953 Comp., § 51-26-1, enacted by Laws 1967, ch. 81, § 55; 1983, ch. 304, § 45; 2021, ch. 68, § 5.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 58 of the ABA Model Business Corporation Act.
The 2021 amendment,
effective July 1, 2021, provided that a corporation may amend its articles of incorporation to include any name under which the corporation proposes to transact business in New Mexico if different than the corporate name; and in Subsection A, after "corporate name", added "and, if different, include any name under which it proposes to transact business in New Mexico".
The 1983 amendment,
effective June 17, 1983, rewrote Subsection E, which formerly read "increase or decrease the par value of the authorized shares of any class having a par value, whether issued or unissued," deleted former Subsection H, relating to changing shares with par value into shares without par value and vice versa, redesignated former Subsection I as present Subsection H, deleted "and whether with or without par value" preceding "into a different number" and deleted "either with or without par value" preceding "of other classes" in Subsection H, redesignated former Subsections J to P as present Subsections I to O, respectively, and deleted "or treasury" preceding "shares" in Subsection O.
Consent of heirs of decedent shareholder.
— Amendment of the articles of incorporation, placing restrictions on the transfer of shares, did not affect shares which were due heirs of a decedent shareholder, in the absence of consent and any opportunity to participate in the decision to amend the articles and adopt the restrictions.
Lett v. Westland Dev. Co.
, 1991-NMSC-069, 112 N.M. 327, 815 P.2d 623.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation 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.
— 18 Am. Jur. 2d Corporations §§ 76 to 95.
Power of corporation to amend its charter in respect of character or kind of business, 111 A.L.R. 1525.
18 C.J.S. Corporations §§ 54 to 61.