reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-53 - Revocation of certificate of incorporation.

A. The certificate of incorporation of a corporation to conduct affairs in New Mexico may be revoked by the commission [secretary of state] upon the conditions prescribed in this section when:
(1) the corporation has failed to file its annual report within the time required by the Nonprofit Corporation Act or has failed to pay any fees or penalties prescribed by that act when they have become due and payable;
(2) the certificate of incorporation of the corporation was procured through fraud practiced upon the state;
(3) the corporation has continued to exceed or abuse the authority conferred upon it by the Nonprofit Corporation Act; or
(4) a misrepresentation has been made of any material matter in any application, report, statement or other document submitted by the corporation pursuant to the Nonprofit Corporation Act.
B. A certificate of incorporation of a corporation shall not be revoked by the commission [secretary of state] unless:
(1) the commission [secretary of state] has given the corporation not less than sixty days' notice thereof by mail addressed to the corporation's mailing address as shown in the most recent corporate report filed with the commission [secretary of state]; and
(2) the corporation fails prior to revocation to file an annual report, pay fees or penalties, file articles of amendment or articles of merger or correct a material misrepresentation in a document submitted by the corporation pursuant to the Nonprofit Corporation Act.
History:
1953 Comp., § 51-14-95, enacted by Laws 1975, ch. 217, § 53; 2003, ch. 318, § 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.
The 2003 amendment,
effective July 1, 2003, deleted "corporation" following "revoked by the" in Subsections A and B; substituted "statement" for "affidavit" following "any application, report" in Paragraph A(4); in Subsection B, substituted "A" for "No" at the beginning, inserted "not" following "corporation shall"; substituted "the corporation's mailing address as shown in the most recent corporate report filed with the commission" for "its registered office" near the end of Paragraph B(1); in Paragraph B(2), deleted "or" following "an annual report", deleted "of" following "fees or penalties", and substituted "a" for "any" following "material misrepresentation in".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2734, 2740, 2741, 2746, 2788 to 2810, 2822, 2824.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-54 - Issuance of certificate of revocation.

A. Upon revoking a certificate of incorporation, the 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 corporation at the corporation's mailing address as shown in the most recent corporate report filed with the commission [secretary of state] a notice of the revocation accompanied by one of the certificates.
B. Upon the issuance of a certificate of revocation, the authority of the corporation to conduct affairs in New Mexico ceases.
C. A corporation administratively revoked under Section 53-8-53 NMSA 1978 may apply to the commission [secretary of state] for reinstatement within two years after the effective date of revocation. The application shall:
(1) recite the name of the corporation and the effective date of its administrative revocation;
(2) state that the ground or grounds for revocation either did not exist or have been eliminated; and
(3) state that the corporation's name satisfies the requirements of Section 53-8-7 NMSA 1978.
D. If the commission [secretary of state] determines that the application contains the information required by Subsection C of this section and that the information is correct, it shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites its determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation.
E. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred.
History:
1953 Comp., § 51-14-96, enacted by Laws 1975, ch. 217, § 54; 2001, ch. 200, § 38; 2003, ch. 318, § 20.
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 "the corporation's mailing address as shown in the most recent corporate report filed with the commission" for "its registered office" in Paragraph A(3).
The 2001 amendment,
effective July 1, 2001, added Subsections C, D and E.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-55 - Jurisdiction of court to liquidate assets and affairs of corporation.

A. District courts shall have full power to liquidate the assets and affairs of a corporation:
(1) in an action by a member or director when it is made to appear that:
(a) the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or
(b) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or
(c) the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or
(d) the corporate assets are being misapplied or wasted; or
(e) the corporation is unable to carry out its purposes;
(2) in an action by a creditor when:
(a) the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or
(b) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; or
(3) upon application by a corporation to have its dissolution continued under the supervision of the court.
B. Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.
C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally.
History:
1953 Comp., § 51-14-97, enacted by Laws 1975, ch. 217, § 55.
ANNOTATIONS
Standing.
— Where former members of a nonprofit corporation sought to liquidate the corporation and the district court found that the corporation had no members and that no members qualified to engage in corporate acts or otherwise carry out corporate business, the former members did not have standing to initiate an action to liquidate the corporation and the district court did not have subject matter jurisdiction to proceed with the liquidation action.
Disabled Am. Veterans v. Lakeside Veterans Club, Inc.
, 2011-NMCA-099, 150 N.M. 569, 263 P.3d 911, cert. denied, 2011-NMCERT-009, 269 P.3d 903.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations § 2812.
19 C.J.S. Corporations § 816.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-57 - Qualification of receivers.

A receiver shall in all cases be a citizen of the Unites [United] States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in New Mexico and shall in all cases give bond as the court may direct with sureties as the court may require.
History:
1953 Comp., § 51-14-99, enacted by Laws 1975, ch. 217, § 57.
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.
— 19 C.J.S. Corporations § 773.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-58 - Filing of claims in liquidation proceedings.

In proceedings to liquidate the assets and affairs of a corporation the district court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in a form the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.
History:
1953 Comp., § 51-14-100, enacted by Laws 1975, ch. 217, § 58.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2862 to 2870, 2873.
19 C.J.S. Corporations § 872.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-59 - Discontinuance of liquidation proceedings.

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
History:
1953 Comp., § 51-14-101, enacted by Laws 1975, ch. 217, § 59.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-60 - Decree of involuntary dissolution.

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of the Nonprofit Corporation Act, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, and all the property and assets have been applied so far as they will go to their payment, the district court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.
History:
1953 Comp., § 51-14-102, enacted by Laws 1975, ch. 217, § 60.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 C.J.S. Corporations § 849.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-61 - Filing of decree of dissolution.

In case the district court enters a decree dissolving a corporation, it shall be the duty of the clerk of the court to file a certified copy of the decree with the corporation commission [secretary of state]. No fee shall be charged by the commission [secretary of state] for the filing thereof.
History:
1953 Comp., § 51-14-103, enacted by Laws 1975, ch. 217, § 61.
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 53-8-62 - Deposits with state treasurer.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to cash and deposited with the state treasurer and shall be paid over to such person or to his legal representative upon proof satisfactory to the state treasurer of his right thereto.
History:
1953 Comp., § 51-14-104, enacted by Laws 1975, ch. 217, § 62.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-63 - Survival of remedy after dissolution.

The dissolution of a corporation either by the issuance of a certificate of dissolution by the corporation commission [secretary of state], or by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in the Nonprofit Corporation Act, or by expiration of its period of duration, shall not take away or impair any remedy available to or against the corporation, its directors, officers or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during such period of two years so as to extend its period of duration.
History:
1953 Comp., § 51-14-105, enacted by Laws 1975, ch. 217, § 63.
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.
Applicability to prior dissolutions.
— Statutes concerning the survival period of a corporation after dissolution are generally construed as procedural rather than substantive; as a remedial or procedural matter, the survival period adopted after dissolution may apply to corporations dissolved before the effective date of the new survival statute.
Quintana v. Los Alamos Med. Ctr., Inc.
, 1994-NMCA-162, 119 N.M. 312, 889 P.2d 1234.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2896, 2897.
Service of process on dissolved domestic corporation in absence of express statutory direction, 75 A.L.R.2d 1399.
19 C.J.S. Corporations § 861 et seq.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-64 - Admission of foreign corporation.

A. No foreign corporation has the right to conduct affairs in New Mexico until it has procured a certificate of authority to do so from the corporation commission [secretary of state]. No foreign corporation is entitled to procure a certificate of authority under the Nonprofit Corporation Act to conduct in New Mexico any affairs which a corporation organized under that act is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state. Nothing in the Nonprofit Corporation Act shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.
B. Without excluding other activities which may not constitute conducting affairs in New Mexico, a foreign corporation shall not be considered to be conducting affairs in this state, for the purposes of the Nonprofit Corporation Act, by reason of carrying on in this state any one or more of the following activities:
(1) maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;
(2) holding meetings of its directors or members or carrying on other activities concerning its internal affairs;
(3) maintaining bank accounts;
(4) creating evidences of debt, mortgages or liens on real or personal property;
(5) securing or collecting debts due to it or enforcing any rights in property securing the same;
(6) conducting its affairs in interstate commerce;
(7) granting funds;
(8) distributing information to its members; and
(9) conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.
History:
1953 Comp., § 51-14-106, enacted by Laws 1975, ch. 217, § 64.
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 effect of conducting affairs in state without certificate,
see
53-8-81 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 36 Am. Jur. 2d Foreign Corporations § 170.
Applicability to corporations not organized for profit of statutes prescribing conditions under which foreign corporations may do business within state, 37 A.L.R. 1283.
19 C.J.S. Corporations § 901 et seq.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-65 - Powers of foreign corporation.

A foreign corporation which has received a certificate of authority under the Nonprofit Corporation Act shall, until a certificate of revocation or of withdrawal has been issued as provided in that act, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authorization is issued; and, except as otherwise provided in the Nonprofit Corporation Act, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.
History:
1953 Comp., § 51-14-107, enacted by Laws 1975, ch. 217, § 65.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-66 - Corporate name of foreign corporation.

No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation and, if different, the name under which it proposes to transact business in New Mexico:
A. shall not contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation;
B. shall not be the same as, or confusingly similar to, the name of any corporation, whether for profit or not for profit, existing under the laws of New Mexico, or foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, or a corporate name reserved or registered as permitted by the laws of this state; and
C. shall be expressed in English letters.
History:
1953 Comp., § 51-14-108, enacted by Laws 1975, ch. 217, § 66; 2021, ch. 68, § 3.
ANNOTATIONS
The 2021 amendment,
effective July 1, 2021, applied the provisions of this section to the name under which a corporation proposes to transact business in New Mexico if it is different than the corporate name; and in the introductory paragraph, after "name of the corporation", added "and, if different, the name under which it proposes to transact business in New Mexico".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 36 Am. Jur. 2d Foreign Corporations §§ 163 to 169.
19 C.J.S. Corporations § 889.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-67 - Change of name by foreign corporation.

Whenever a foreign corporation which is authorized to conduct affairs in New Mexico 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 corporation shall be suspended and it shall not conduct any affairs in New Mexico until it has changed its name to a name which is available to it under the laws of this state.
History:
1953 Comp., § 51-14-109, enacted by Laws 1975, ch. 217, § 67.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-68 - Application for certificate of authority.

A. A foreign corporation, in order to procure a certificate of authority to conduct affairs in New Mexico, shall make application to the commission [secretary of state], which application shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is incorporated;
(2) the date of incorporation and the period of duration of the corporation;
(3) the address of the registered office of the corporation in the state or country under the laws of which it is incorporated and the address of the principal office of the corporation, if different from the address of the registered office;
(4) the address of the proposed registered office of the corporation in New Mexico and the name of its proposed registered agent in this state at such address;
(5) the purpose or purposes of the corporation that it proposes to pursue in conducting its affairs in New Mexico;
(6) the names and respective addresses of the directors and officers of the corporation; and
(7) such additional information as may be necessary or appropriate in order to enable the commission [secretary of state] to determine whether the corporation is entitled to a certificate of authority to conduct affairs in New Mexico.
B. The application shall be made on forms prescribed by the 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 corporation by two authorized officers of the corporation.
History:
1953 Comp., § 51-14-110, enacted by Laws 1975, ch. 217, § 68; 1977, ch. 178, § 8; 2003, ch. 318, § 21.
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, deleted "corporation" following "application to the" in Subsection A and following "to enable the" in Paragraph A(7); and rewrote Subsection B.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-70 - Effect of [certificate of] authority.

Unless the corporation commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, upon delivery of the application for a certificate of authority to the corporation commission [secretary of state], the corporation shall be authorized to conduct affairs in New Mexico for those purposes set forth in its application, subject, however, to the right of this state to suspend or to revoke such authority as provided in the Nonprofit Corporation Act.
History:
1953 Comp., § 51-14-112, enacted by Laws 1975, ch. 217, § 70; 1983, ch. 304, § 15.
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 1983 amendment,
effective June 17, 1983, substituted "Unless the corporation commission . . . to the corporation commission," for "Upon the issuance of a certificate of authority by the corporation commission."
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-71 - Registered office and registered agent of foreign corporation.

Each foreign corporation authorized to conduct affairs in New Mexico shall have and continuously maintain in this state:
A. a registered office which may be, but need not be, the same as its principal office; and
B. a registered agent, which agent may be either an individual resident in New Mexico whose business office is identical with the registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with the registered office.
History:
1953 Comp., § 51-14-113, enacted by Laws 1975, ch. 217, § 71.
ANNOTATIONS
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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-73 - Service of process on foreign corporation.

The registered agent appointed by a foreign corporation authorized to transact business in New Mexico 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., § 51-14-115, enacted by Laws 1975, ch. 217, § 73.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 36 Am. Jur. 2d Foreign Corporations §§ 229, 233, 234.
19 C.J.S. Corporations §§ 952 to 961.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-74 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1983, ch. 304, § 73, repealed 53-8-74 NMSA 1978, as enacted by Laws 1975, ch. 217, § 74, relating to amendment of the articles of incorporation of a foreign corporation, effective June 17, 1983.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-75 - Merger of foreign corporation authorized to conduct affairs in this state.

Whenever a foreign corporation authorized to conduct affairs in New Mexico is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, it shall, within thirty days after the merger becomes effective, file with the corporation commission [secretary of state] a copy of the articles of merger duly certified by the proper officer of the state or country under the laws of which the statutory merger was effected. It shall not be necessary for such corporation to procure either a new or amended certificate of authority to conduct affairs in this state unless the name of the corporation is changed by the merger or unless the corporation desires to pursue in New Mexico other or additional purposes than those which it is then authorized to pursue in New Mexico or unless the surviving corporation is to conduct affairs in New Mexico but has not procured a certificate of authority to conduct affairs in this state.
History:
1953 Comp., § 51-14-117, enacted by Laws 1975, ch. 217, § 75; 1983, ch. 304, § 16.
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 1983 amendment,
effective June 17, 1983, deleted "and such corporation shall be the surviving corporation," preceding "it shall" in the first sentence and added "or unless the surviving corporation . . . in this state" at the end of the last sentence.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-76 - Amended certificate of authority.

A. A foreign corporation authorized to conduct affairs in New Mexico shall procure an amended certificate of authority in the event it changes its corporate name or desires to pursue in New Mexico other or additional purposes than those set forth in its prior application for a certificate of authority by making application therefor to the commission [secretary of state].
B. The requirements in respect to the form and contents of the application, the manner of its execution, the filing of an original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, with the commission [secretary of state], the issuance of an amended certificate of authority and the effect thereof shall be the same as in the case of an original application for a certificate of authority.
History:
1953 Comp., § 51-14-118, enacted by Laws 1975, ch. 217, § 76; 2003, ch. 318, § 24.
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, deleted "corporation" preceding "commission" in Subsections A and B and Paragraph A(5); substituted "it" for "him" at the end of Paragraph A(5); and substituted "two authorized officers of the corporation" for "its president or a vice president and by its secretary or an assistant secretary" following "furnished by the" in Subsection B.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-78 - Filing of application for withdrawal.

A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the application for withdrawal shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the application conforms to the provisions of the Nonprofit Corporation Act, it shall, when all fees have been paid as prescribed in that act:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing thereof;
(2) file the original in the office of the commission [secretary of state]; and
(3) issue a certificate of withdrawal to which shall be affixed the copy.
B. The certificate of withdrawal, together with the copy of the application for withdrawal affixed thereto by the commission [secretary of state], shall be returned to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to conduct affairs in New Mexico shall cease.
History:
1953 Comp., § 51-14-120, enacted by Laws 1975, ch. 217, § 78; 2003, ch. 318, § 26.
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 original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "Duplicate originals" at the beginning of Subsection A; substituted "the original and copy" for "each of the duplicate originals" in Paragraph A(1); substituted "the original" for "one of the duplicate originals" in Paragraph A(2); substituted "copy" for "other duplicate original" in Paragraph A(3); substituted "copy" for "duplicate original" following "together with the" in Subsection B; and deleted "corporation" preceding "commission" throughout the section.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-80 - Issuance of certificate of revocation.

A. Upon revoking a certificate of authority, the 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 corporation at the corporation's mailing address as shown in the most recent annual report filed with the commission [secretary of state], a notice of the revocation accompanied by one of the certificates.
B. Upon the issuance of a certificate of revocation, the authority of the corporation to conduct affairs in New Mexico ceases.
History:
1953 Comp., § 51-14-122, enacted by Laws 1975, ch. 217, § 80; 1977, ch. 178, § 12; 2003, ch. 318, § 28.
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, deleted "corporation" preceding "commission" in Subsection A; substituted "duplicate" for "triplicate" in Paragraph A(1); substituted "the corporation's mailing address shown in the most recent" for "its registered office in New Mexico, and either to its principal office in the state or country under the laws of which it is incorporated or the principal office of the corporation at the address is shown in the last" in Paragraph A(3).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-81 - Conducting affairs without certificate of authority.

A. No foreign corporation which is conducting affairs in New Mexico without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state until the corporation shall have obtained a certificate of authority. Nor shall any action, suit or proceeding be maintained in any court of New Mexico by any successor or assignee of the corporation on any right, claim or demand arising out of the conduct of affairs by the corporation in this state, until a certificate of authority has been obtained by the corporation or by a corporation which has acquired all, or substantially all, of its assets.
B. The failure of a foreign corporation to obtain a certificate of authority to conduct affairs in New Mexico shall not impair the validity of any contract or act of the corporation, and shall not prevent the corporation from defending any action, suit or proceeding in any district court of this state.
C. A foreign corporation which conducts affairs in New Mexico without a certificate of authority shall be liable to this state, for the years or parts thereof during which it conducted affairs in this state without a certificate of authority, in an amount equal to all fees which would have been imposed by the Nonprofit Corporation Act upon the corporation had it duly applied for and received a certificate of authority to conduct affairs in this state as required by that act and thereafter filed all reports required by that act, plus all penalties imposed by that act for failure to pay such fees. The attorney general shall bring proceedings to recover all amounts due New Mexico under the provisions of this section.
History:
1953 Comp., § 51-14-123, enacted by Laws 1975, ch. 217, § 81.
ANNOTATIONS
Cross references.
— For activities not constituting conducting affairs in state,
see
53-8-64 NMSA 1978.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 36 Am. Jur. 2d Foreign Corporations § 240.
19 C.J.S. Corporations §§ 901, 919.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-82 - Annual report.

A. Each domestic corporation and each foreign corporation authorized to conduct affairs in New Mexico shall file, within the time prescribed by the Nonprofit Corporation Act, on forms prescribed and furnished by the secretary of state to the corporation not less than thirty days prior to the date such report is due, an annual report setting forth:
(1) the name of the corporation and the state or country under the laws of which it is incorporated;
(2) the address of the registered office of the corporation in New Mexico and the name of its registered agent in New Mexico at such address and, in the case of a foreign corporation, the address of its registered office in the state or country under the laws of which it is incorporated and the address of the principal office of the corporation if different from the address of the registered office;
(3) a brief statement of the character of the affairs that the corporation is actually conducting or, in the case of a foreign corporation, that the corporation is actually conducting in New Mexico; and
(4) the names and respective addresses of every director and every officer of the corporation.
B. The report shall be signed and sworn to by any two of the corporation's directors or officers. If the corporation is in the hands of a receiver or trustee, the report shall be executed on behalf of the corporation by the receiver or trustee. A copy of the report shall be maintained at the corporation's principal place of business as contained in the report and shall be made available to the general public for inspection during regular business hours.
History:
1953 Comp., § 51-14-124, enacted by Laws 1975, ch. 217, § 82; 1977, ch. 178, § 13; 1979, ch. 180, § 1; 1989, ch. 294, § 3; 2015, ch. 66, § 6.
ANNOTATIONS
The 2015 amendment,
effective July 1, 2015, required the secretary of state's office to prescribe and furnish forms for corporations to file their annual report; in the introductory sentence of Subsection A, after "furnished by the", deleted "commission" and added "secretary of state"; in Paragraph (2) of Subsection A, after "registered agent in", deleted "this state" and added "New Mexico"; in Paragraph (3) of Subsection A, after "affairs", deleted "which" and added "that", and after "foreign corporation", deleted "which" and added "that"; in Paragraph (4) of Subsection A, after "addresses of", deleted "directors and officers" and added "every director and every officer"; and in Subsection B, after "any two of", deleted "its" and added "corporation's".
The 1989 amendment,
effective January 1, 1990, deleted former Subsection A(5), relating to a statement required if fifty percent or more of the corporation's total annual income is from state and federal sources; in Subsection B, substituted "any two of its directors or officers" for "the president and secretary of the board of directors or, if there are no officers, by the directors" in the first sentence; and deleted former Subsection C, which defined the phrase "state or federal funds" as used in this section.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-84 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1989, ch. 294, § 5 repealed 53-8-84 NMSA 1978, as enacted by Laws 1975, ch. 217, § 84, relating to public agency, connected corporations, special reports, and audits, effective January 1, 1990.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-86 - Recordkeeping.

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 annual reports filed with the commission [secretary of state].
History:
1953 Comp., § 51-14-127.1, enacted by Laws 1977, ch. 178, § 15.
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 53-8-86.1 - Fees of secretary of state; dishonored check; civil penalty; suspension of filing.

A. Any person or corporation that pays a fee by check to the secretary of state, which check is dishonored upon presentation, is liable to the secretary for such fees together with a civil penalty of twenty dollars ($20.00) for each such check.
B. The secretary of state shall not accept for filing any document, instrument or paper from a person or corporation that is liable to the secretary for a fee, tax, penalty or interest until that liability is discharged.
History:
1978 Comp., § 53-8-86.1, enacted by Laws 1979, ch. 180, § 3; 1993, ch. 311, § 9; 2015, ch. 66, § 9.
ANNOTATIONS
The 2015 amendment,
effective July 1, 2015, authorized the secretary of state to suspend filing privileges for any person or corporation that is liable to the secretary of state for a fee, tax or penalty until the liability is discharged; in the catchline, deleted "state corporation commission" and added "secretary of state" and added "suspension of filing"; designated the existing language in the section as Subsection A; in Subsection A, after "corporation", deleted "who" and added "that", after "check to the", deleted "state corporation commission and" and added "secretary of state", and after "liable to the", deleted "commission" and added "secretary"; and added Subsection B.
The 1993 amendment,
effective July 1, 1993, substituted "twenty dollars ($20.00)" for "ten dollars ($10.00)".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-87 - Miscellaneous charges.

The secretary of state shall charge and collect for furnishing a copy of any document, instrument or paper relating to a corporation, five dollars ($5.00). In addition, if certifying the document, ten dollars ($10.00) shall be paid for the certificate and affixing the seal thereto.
History:
1953 Comp., § 51-14-128, enacted by Laws 1975, ch. 217, § 86; 1977, ch. 178, § 16; 1993, ch. 311, § 10; 2015, ch. 66, § 10.
ANNOTATIONS
The 2015 amendment,
effective July 1, 2015, authorized the secretary of state to charge and collect certain fees to corporations; changed "corporation commission" to "secretary of state", and after "corporation", deleted "one dollar ($1.00) per page, but in no case less than".
The 1993 amendment,
effective July 1, 1993, substituted "one dollar ($1.00)" for "seventy-five cents ($.75)", inserted "but in no case less than five dollars ($5.00)", and substituted "ten dollars ($10.00)" for "one dollar ($1.00)".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 8 - Nonprofit Corporations › Section 53-8-88 - Penalty imposed upon corporation.

Each corporation, domestic or foreign, that fails or refuses to file any report for any year within the time prescribed by the Nonprofit Corporation Act shall be subject to a penalty of ten dollars ($10.00) to be assessed by the corporation commission [secretary of state].
History:
1953 Comp., § 51-14-129, enacted by Laws 1975, ch. 217, § 87; 1983, ch. 304, § 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.
The 1983 amendment,
effective June 17, 1983, substituted "any report" for "its annual report" and substituted "ten dollars ($10.00)" for "fifty dollars ($50.00)."