2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-2 - Powers of foreign corporation.

A foreign corporation which has received a certificate of authority under the Business Corporation Act shall, until a certificate of revocation or of withdrawal, has been issued as provided in the Business Corporation 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 authority is issued; and, except as otherwise provided in the Business Corporation Act, is subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character.
History:
1953 Comp., § 51-30-2, enacted by Laws 1967, ch. 81, § 104.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 107 of the ABA Model Business Corporation Act.
Solicitation not transaction of business.
— Where court construes previous decisions to hold that mere solicitation of a contract in this state by an agent, to be accepted at a home office in a foreign state, amounts to the transaction of business and that any action thereon is barred, the court errs.
Vernon Co. v. Reed
, 1967-NMSC-261, 78 N.M. 554, 434 P.2d 376 (decided under former law).
Foreign public utility has power of eminent domain.
— Under 62-1-1 and 62-1-4 NMSA 1978, a foreign public utility authorized to do business in this state has the same right as a domestic public utility to exercise the power of eminent domain in this state.
El Paso Elec. Co. v. Real Estate Mart, Inc.
, 1979-NMSC-023, 92 N.M. 581, 592 P.2d 181.
See now
62-1-1.1 NMSA 1978 (decided under prior law).
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.