reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 14 - Business Corporations; Mergers and Consolidations › Section 53-14-1 - Procedure for merger.

Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by resolution adopted by each such board, approve a plan of merger setting forth:
A. the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the "surviving corporation";
B. the terms and conditions of the proposed merger;
C. the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the surviving corporation or of any other corporation or, in whole or in part, into cash or other property;
D. a statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger; and
E. other provisions with respect to the proposed merger as deemed necessary or desirable.
History:
1953 Comp., § 51-27-1, enacted by Laws 1967, ch. 81, § 68; 1973, ch. 153, § 1; 1975, ch. 64, § 33.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 71 of the ABA Model Business Corporation Act.
Cross references.
— For consolidation or merger of professional corporation,
see
53-6-13 NMSA 1978.
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.
— 19 Am. Jur. 2d Corporations §§ 2503, 2608, 2614, 2615.
Constitutional and statutory provisions relating to consolidation, merger, or reorganization of corporations as applicable retrospectively to corporation previously chartered, 131 A.L.R. 734.
Duty of corporate directors to exercise "informed" judgment in recommending responses to merger or tender offers, 46 A.L.R.4th 887.
"Golden parachute" defense to hostile corporate takeover, 66 A.L.R.4th 138.
Lockup option defense to hostile corporate takeover, 66 A.L.R.4th 180.
Standing of private party under § 16 of Clayton Act (15 U.S.C.S. § 26) to seek injunction to prevent merger or acquisition allegedly prohibited under § 7 of the act (15 U.S.C.S. § 18), 78 A.L.R. Fed. 159.
19 C.J.S. Corporations §§ 792 to 810.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 14 - Business Corporations; Mergers and Consolidations › Section 53-14-2 - Procedure for consolidation.

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by a resolution adopted by each such board, approve a plan of consolidation setting forth:
A. the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the "new corporation";
B. the terms and conditions of the proposed consolidation;
C. the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the new corporation or any other corporation or, in whole or in part, into cash or other property;
D. with respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Business Corporation Act; and
E. other provisions with respect to the proposed consolidation as deemed necessary or desirable.
History:
1953 Comp., § 51-27-2, enacted by Laws 1967, ch. 81, § 69; 1975, ch. 64, § 34.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 72 of the ABA Model Business Corporation Act.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2503, 2608, 2614, 2615.
Constitutional and statutory provisions relating to consolidation, merger or reorganization of corporations as applicable retrospectively to corporations previously chartered, 131 A.L.R. 734.
19 C.J.S. Corporations §§ 792 to 810.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 15 - Business Corporations; Sale of Assets › Section 53-15-1 - Sale of assets in regular course of business and mortgage or pledge of assets.

The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation, whether or not in the usual and regular course of business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as authorized by its board of directors, and in any such case no authorization or consent of the shareholders shall be required.
History:
1953 Comp., § 51-28-1, enacted by Laws 1967, ch. 81, § 75.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 78 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2654 to 2679.
Constitutionality, construction, and effect of statutory or charter provisions relating to sale of all, or substantially all, of assets of corporation or division or distribution of proceeds, 79 A.L.R. 624.
Applicability of statutes regulating sale of assets or property as affected by purpose or character of corporation, 9 A.L.R.2d 1306.
Who may assert invalidity of sale, mortgage, or other disposition of corporate property without approval of stockholders, 58 A.L.R.2d 784.
Duty of corporate directors to exercise "informed" judgment in recommending responses to merger or tender offers, 46 A.L.R.4th 887.
19 C.J.S. Corporations §§ 792 to 810.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-2 - Voluntary dissolution by consent of shareholders.

A corporation may be voluntarily dissolved by the written consent of all of its shareholders. Upon the execution of the written consent, a statement of intent to dissolve shall be executed by the corporation by an authorized officer, which statement shall set forth:
A. the name of the corporation;
B. the names and respective addresses of its officers;
C. the names and respective addresses of its directors;
D. a copy of the written consent signed by all shareholders of the corporation; and
E. a statement that the written consent has been signed by all shareholders of the corporation or signed in their names by their attorneys in fact authorized to consent on their behalf.
History:
1953 Comp., § 51-29-2, enacted by Laws 1967, ch. 81, § 80; 2001, ch. 200, § 59.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 83 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, in Subsection A, deleted "in duplicate" following "shall be executed", substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles"; and substituted "in fact thereunto duly authorized" for "in fact authorized to consent on their behalf".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2736, 2748, 2750 to 2753, 2786.
Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13.
19 C.J.S. Corporations §§ 837 to 839.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-4 - Filing statement of intent to dissolve.

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 statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the statement conforms to law, it shall:
A. endorse on the original and copy the word "filed" and the month, day and year of the filing;
B. file the original in its office; and
C. return the copy to the corporation or its representative.
History:
1953 Comp., § 51-29-4, enacted by Laws 1967, ch. 81, § 82; 1983, ch. 31, § 1; 2003, ch. 318, § 39.
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 85 of the ABA Model Business Corporation Act.
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 the introductory paragraph; substituted "the original and copy" for "each of the duplicate originals" in Subsection A; substituted "the original" for "one of the duplicate originals" in Subsection B; substituted "copy" for "other duplicate original" in Subsection C.
The 1983 amendment,
effective June 17, 1983, deleted "when all fees and franchise taxes have been paid" at the end of the second sentence in the introductory language.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-5 - Effect of statement of intent to dissolve.

Upon the filing by the commission [secretary of state] of a statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, the corporation shall cease to carry on its business, except insofar as necessary for the winding up thereof, but its corporate existence shall continue until a certificate of dissolution has been issued by the commission [secretary of state] or until a decree dissolving the corporation has been entered by a court of competent jurisdiction as provided in the Business Corporation Act.
History:
1953 Comp., § 51-29-5, enacted by Laws 1967, ch. 81, § 83.
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 86 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations § 2834, 2880 to 2883.
Conduct of affairs of corporation after its dissolution or expiration or forfeiture of its charter, 47 A.L.R. 1288, 97 A.L.R. 477.
Stockholders' rights to patent, copyright, or trademark owned by corporation on dissolution thereof, 30 A.L.R.2d 938.
Maintainability of criminal proceedings against dissolved corporation, 40 A.L.R.2d 1396.
Service of process upon dissolved domestic corporation in absence of express statutory direction, 75 A.L.R.2d 1399.
Availability of and time for bringing action against former director, officer, or stockholder in dissolved corporation for personal injuries incurred after final dissolution, 20 A.L.R.4th 414.
Liability of dissolved corporation or corporation that forfeited charter in action pursuant to Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA)(42 USCS §§ 9601-9675), 123 A.L.R. Fed. 461.
19 C.J.S. Corporations § 814.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-6 - Procedure after filing of statement of intent to dissolve.

After the filing by the commission [secretary of state] of a statement of intent to dissolve, the corporation:
A. shall immediately cause notice thereof to be mailed to each known creditor of the corporation;
B. shall proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests; and
C. at any time during the liquidation of its business and affairs, may make application to a court of competent jurisdiction within the county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in the Business Corporation Act.
History:
1953 Comp., § 51-29-6, enacted by Laws 1967, ch. 81, § 84.
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 87 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 C.J.S. Corporations §§ 837 to 839.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-7 - Revocation of voluntary dissolution proceedings by consent of shareholders.

By the written consent of all of its shareholders, a corporation may, at any time prior to the issuance of a certificate of dissolution by the commission [secretary of state], revoke voluntary dissolution proceedings. Upon the execution of the written consent, a statement of revocation of voluntary dissolution proceedings shall be executed by the corporation by an authorized officer, which statement shall set forth:
A. the name of the corporation;
B. the names and respective addresses of its officers;
C. the names and respective addresses of its directors;
D. a copy of the written consent signed by all shareholders of the corporation revoking the voluntary dissolution proceedings; and
E. that the written consent has been signed by all shareholders of the corporation or signed in their names by their authorized attorneys.
History:
1953 Comp., § 51-29-7, enacted by Laws 1967, ch. 81, § 85; 2001, ch. 200, § 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.
Compiler's notes.
— This section is derived from Section 88 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, in the introductory language, deleted the provision that the revocation of voluntary dissolution proceedings be executed in duplicate and substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles".