2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-10 - Change of registered office or registered agent of foreign corporation.

A. A foreign corporation authorized to transact business in this state may change its registered office or change its registered agent, or both, upon filing in the office of the public regulation commission [secretary of state] a statement setting forth:
(1) the name of the corporation;
(2) the address of its registered office;
(3) if the address of its registered office is changed, the address to which the registered office is to be changed;
(4) the name of its registered agent;
(5) if its registered agent is changed:
(a) the name of its successor registered agent; and
(b) a statement executed by the successor registered agent acknowledging his acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or a statement executed by an authorized officer of a corporation that is the successor registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation; and
(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
B. The statement shall be executed by the corporation by an authorized officer and delivered to the public regulation commission [secretary of state]. If the commission [secretary of state] finds that the statement conforms to the provisions of the Business Corporation Act, it shall file the statement in its office, and upon the filing, the change of address of the registered office or the appointment of a new registered agent, or both, shall become effective.
C. A registered agent of a foreign corporation may resign as agent upon filing a written notice of resignation with the public regulation commission [secretary of state], which shall mail immediately a copy of it to the corporation at its principal office in the state or country under the laws of which it is incorporated. The appointment of the agent shall terminate upon the expiration of thirty days after receipt of the notice by the commission [secretary of state].
D. If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the public regulation commission [secretary of state] for filing a statement that complies with the requirements of this section but need not be responsive to Paragraph (5) of Subsection A of this section and recites that the corporation has been notified of the change.
History:
1953 Comp., § 51-30-9, enacted by Laws 1967, ch. 81, § 111; 1977, ch. 103, § 15; 2001, ch. 200, § 68; 2003, ch. 318, § 43.
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 114 of the ABA Model Business Corporation Act.
The 2003 amendment,
effective July 1, 2003, deleted former Subsection D which read: "If a registered agent changes his business address to another place within the same county, he may change the address and the address of the registered office of any corporations of which he is a registered agent by filing a statement as required in Subsection A of this section, except that it need be signed only by the registered agent and need not be responsive to Paragraph (5) of that subsection and must recite that a copy of the statement has been mailed to each corporation."; added present Subsection D; and inserted "public regulation" throughout the section.
The 2001 amendment,
effective July 1, 2001, substituted "a statement" for "an affidavit" throughout the section; substituted "an authorized officer" for "the president or vice president" in Paragraph A(5)(b); substituted "an authorized officer" for "its president or vice president and verified by him" in Subsection B; and substituted "written notice of resignation" for "written notice thereof, executed in duplicate" in Subsection C.
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.