reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-10 - Application to existing corporations.

A. The provisions of the Business Corporation Act apply to all existing corporations organized under any general act of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under the Business Corporation Act, where the power has been reserved to amend, repeal or modify the act under which the corporation was organized and where the act is repealed by the Business Corporation Act.
B. The provisions of the Business Corporation Act also apply to the special class of corporations known as "no stockholder liability" corporations organized under Laws 1905, Chapter 79, Section 23 [53-2-8 NMSA 1978], as amended, but no stockholder's liability for unpaid stock shall attach to any shares issued by such corporations which continue to comply with the requirements set forth in Laws 1905, Chapter 79, Section 23, as amended.
History:
1953 Comp., § 51-31-9, enacted by Laws 1967, ch. 81, § 130.
ANNOTATIONS
Compiler's notes.
— This section is derived in part from Section 147 of the ABA Model Business Corporation Act.
Legislative intent.
— The legislature intends the Business Corporation Act to operate retrospectively except as it may affect substantive rights.
Prager v. Prager
, 1969-NMSC-149, 80 N.M. 773, 461 P.2d 906.
Law reviews.
— Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-11 - Application to foreign and interstate commerce.

The provisions of the Business Corporation Act apply to commerce with foreign nations and among the several states only insofar as permitted under the provisions of the constitution of the United States.
History:
1953 Comp., § 51-31-10, enacted by Laws 1967, ch. 81, § 131.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 148 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-12 - Reservation of power.

The legislature reserves power to amend, repeal or modify all or any part of the Business Corporation Act at any time and such changes shall be binding upon all corporations subject to the provisions of the Business Corporation Act.
History:
1953 Comp., § 51-31-11, enacted by Laws 1967, ch. 81, § 132.
ANNOTATIONS
Severability.
— Laws 1967, ch. 81, § 134, provided for the severability of the act if any part or application thereof is held invalid.
Compiler's notes.
— This section is derived from Section 149 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-1 - Short title.

Chapter 53, Article 19 NMSA 1978 may be cited as the "Limited Liability Company Act".
History:
Laws 1993, ch. 280, § 1; 1998, ch. 108, § 29.
ANNOTATIONS
Cross references.
— For Registered Limited Liability Partnerships,
see
54-1A-1101 NMSA 1978 et seq.
The 1998 amendment,
effective January 1, 1999, substituted "Chapter 53, Article 19 NMSA 1978" for "Sections 1 through 74 of this act" at the beginning of the section.
Law reviews.
— For comment, "Limited Liability Companies in New Mexico," see 27 N.M.L. Rev. 615 (1997).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— Construction and application of limited liability company acts, 79 A.L.R.5th 689.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-3 - Name.

A. The name of a limited liability company and, if different, the name under which it proposes to transact business in New Mexico shall be stated in its articles of organization and shall contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". The word "limited" may be abbreviated as "ltd." and the word "company" may be abbreviated as "co.".
B. A limited liability company name shall be distinguishable from the name of any:
(1) limited liability company, limited partnership or corporation existing under the laws of this state;
(2) foreign limited liability company or corporation authorized to transact business in this state; and
(3) name reserved under Section 53-19-4 NMSA 1978.
C. The provisions of Subsection B of this section do not apply if the applicant files with the secretary of state a certified copy of a final decree of a court establishing the prior right of the limited liability company to use such name in this state.
History:
Laws 1993, ch. 280, § 3; 1995, ch. 213, § 1; 2021, ch. 68, § 7.
ANNOTATIONS
The 2021 amendment,
effective July 1, 2021, required that a limited liability company include, in its articles of organization any name under which the limited liability company proposes to transact business in New Mexico if different than the name of the limited liability company; in Subsection A, after "name of a limited liability company", added "and, if different, the name under which it proposes to transact business in New Mexico"; and in Subsection C, after "files with the", deleted "commission" and added "secretary of state".
The 1995 amendment,
effective June 16, 1995, added the language beginning "or the abbreviation" at the end of the first sentence in Subsection A and, in Subsection B, deleted "limited partnership" preceding "or corporation" in Paragraph (2) and substituted "under Section 53-19-4 NMSA 1978" for "or registered under Section 4 of the Limited Liability Company Act Chapter 53, Article 11, NMSA 1978 or Chapter 57, Article 2 or Article 3 NMSA 1978" in Paragraph (3).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-4 - Reservation of name.

A. The exclusive right to use a name may be reserved by:
(1) a person intending to organize a limited liability company and to adopt that name;
(2) a limited liability company or a foreign limited liability company registered in New Mexico that intends to adopt that name;
(3) a foreign limited liability company intending to register in New Mexico and to adopt that name; or
(4) a person intending to organize a foreign limited liability company and to have it registered in New Mexico and to adopt that name.
B. The reservation shall be made by filing with the commission [secretary of state] an application executed by the applicant to reserve a specified name. If the commission [secretary of state] finds that the name is available for use by a domestic or foreign limited liability company, it shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty days after the date the application is filed with the commission [secretary of state].
C. The right to the exclusive use of a reserved name may be transferred to another person by filing with the commission [secretary of state] a notice of the transfer executed by the applicant for whom the name was reserved and specifying the name to be transferred and the name and address of the transferee. The transfer shall not extend the term during which the name is reserved.
History:
Laws 1993, ch. 280, § 4; 2003, ch. 318, § 49.
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 former Subsection C which read: "The holder of a reserved name may renew the reservation for successive periods of one hundred twenty days each."; and redesignated former Subsection D as present Subsection C.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-6 - Nature and duration of business.

A limited liability company may conduct or promote any lawful business or purpose. If the purpose for which a limited liability company is organized makes it subject to provisions of other laws, the limited liability company shall also be subject to such provisions. The duration of existence of a limited liability company may be perpetual or may be limited to a definite term or until completion of a particular undertaking.
History:
Laws 1993, ch. 280, § 6.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-7 - Formation.

One or more persons may form a limited liability company by filing articles of organization with the commission [secretary of state]. The person or persons forming the limited liability company need not be members of the limited liability company. One or more persons may own and operate the limited liability company. A single member limited liability company formed prior to July 1, 1999 is a lawful entity.
History:
Laws 1993, ch. 280, § 7; 1999, ch. 132, § 1.
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 1999 amendment,
effective July 1, 1999, inserted "person or" in the second sentence and added the third and fourth sentences.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-8 - Articles of organization.

The articles of organization shall set forth:
A. a name for the limited liability company that satisfies the requirements of Section 53-19-3 NMSA 1978;
B. the street address of the initial registered office and the name of the initial registered agent at that address and the street address of the limited liability company's current principal place of business, if different from the address of its registered office;
C. the period of duration, if other than perpetual;
D. if management of the limited liability company is vested to any extent in a manager, a statement to that effect;
E. if the limited liability company may carry on its business and affairs as a single member limited liability company, a statement to that effect; and
F. any other provision that the persons signing the articles choose to include in the articles, including provisions for the regulation of the internal affairs of the limited liability company.
History:
Laws 1993, ch. 280, § 8; 1999, ch. 132, § 2; 2003, ch. 318, § 51.
ANNOTATIONS
The 2003 amendment,
effective July 1, 2003, in Subsection B, inserted "initial" preceding "registered" twice, inserted "at that address" preceding "and the street"; rewrote Subsection C; deleted "and of the extent to which management is so vested" at the end of Subsection D; in Subsection E, inserted "may carry on its business and affairs as" preceding "a single member", inserted "a statement to that effect" near the end.
The 1999 amendment,
effective July 1, 1999, substituted "Section 53-19-3 NMSA 1978" for "Section 3 of the Limited Liability Company Act" in Subsection A, added Subsection E, and redesignated former Subsection E as Subsection F.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-9 - Filing.

A. The organizer or organizers of a limited liability company shall file with the commission [secretary of state]:
(1) the signed original of the articles of organization, together with a duplicate copy, which may be either signed, photocopied or conformed;
(2) the statement of the person appointed registered agent, accepting appointment as registered agent; and
(3) any other documents required to be filed pursuant to the Limited Liability Company Act.
B. The commission [secretary of state] may accept a facsimile transmission for filing.
C. If the commission [secretary of state] determines that the documents delivered for filing conform with the provisions of the Limited Liability Company Act, it shall, when all required filing fees have been paid:
(1) endorse on each signed original and duplicate copy the word "filed" and the date of its acceptance for filing;
(2) retain a signed original in the files of the commission [secretary of state]; and
(3) return each duplicate copy to the person who delivered it to the commission [secretary of state] or to that person's representative.
History:
Laws 1993, ch. 280, § 9; 1999, ch. 132, § 3; 2003, ch. 318, § 52.
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 "statement" for "affidavit" near the beginning of Paragraph A(2).
The 1999 amendment,
effective July 1, 1999, inserted "organizer or" in Subsection A.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-10 - Effect of filing of articles of organization.

A. A limited liability company is formed when the articles of organization are filed with the commission [secretary of state] or at any later date or time specified in the articles of organization if there has been substantial compliance with the requirements of the Limited Liability Company Act. A limited liability company formed pursuant to the Limited Liability Company Act is a separate legal entity.
B. Each copy of the articles of organization stamped "filed" and marked with the filing date is conclusive evidence that there has been substantial compliance with all conditions required to be performed by the organizers and that the limited liability company has been legally organized and formed pursuant to the Limited Liability Company Act.
History:
Laws 1993, ch. 280, § 10.
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 19 - Limited Liability Companies › Section 53-19-11 - Amendment and restatement of articles of organization.

A. The articles of organization of a limited liability company are amended when articles of amendment are filed with the secretary of state or at any later date or time specified in the articles of amendment if there has been substantial compliance with the requirements of the Limited Liability Company Act. The articles of amendment shall set forth:
(1) the name of the limited liability company and, if different, include any name under which it proposes to transact business in New Mexico;
(2) the date that the articles of organization were filed; and
(3) the amendments of the articles of organization.
B. The articles of organization may be amended in any respect desired, so long as the articles of organization, as amended, contain only provisions that may be lawfully contained in articles of organization at the time of making the amendment.
C. The articles of organization shall be amended to reflect any change in the name of the limited liability company, the latest date on which the limited liability company is to dissolve or whether the limited liability company is to be managed by members or managers.
D. Articles of organization may be restated at any time. Restated articles of organization shall be filed with the secretary of state and shall be designated as such in the heading and shall state either in the heading or in an introductory paragraph the limited liability company's present name and, if it has been changed, all of its former names and the date of the filing of its articles of organization. Restated articles of organization shall supersede the original articles of organization and all prior amendments and restatements.
History:
Laws 1993, ch. 280, § 11; 2021, ch. 68, § 8.
ANNOTATIONS
The 2021 amendment,
effective July 1, 2021, required that a limited liability company include, in its articles of amendment any name under which the limited liability company proposes to transact business in New Mexico if different than the name of the limited liability company; in Subsection A, after "filed with the", deleted "commission" and added "secretary of state", and in Paragraph A(1), after "name of the limited liability company", added "and, if different, include any name under which it proposes to transact business in New Mexico"; and in Subsection D, after "filed with the", deleted "commission" and added "secretary of state".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-12 - Execution of documents.

A. Unless otherwise specified in the Limited Liability Company Act, any document required to be filed with the commission [secretary of state] shall be executed:
(1) by a manager, if management of the limited liability company is vested in one or more managers, or by a member, if management of the limited liability company is reserved to the members;
(2) by a person forming the limited liability company if the limited liability company has not been formed; or
(3) by a receiver, trustee or court-appointed fiduciary if the limited liability company is in the hands of a receiver, trustee or fiduciary.
B. The person executing the document shall sign it and state, beneath or opposite his signature, his name and the capacity in which he signs.
C. The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be shown to or filed with the commission [secretary of state].
History:
Laws 1993, ch. 280, § 12.
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 19 - Limited Liability Companies › Section 53-19-13 - Liability of members and managers to third parties.

Except as otherwise provided in the Limited Liability Company Act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company. No member or manager of a limited liability company and no other person with authority pursuant to the Limited Liability Company Act to wind up the business or affairs of the limited liability company following its dissolution, shall be obligated personally for any debt, obligation or liability of the limited liability company solely by reason of being a member or manager of the limited liability company or having authority pursuant to the Limited Liability Company Act to wind up the company's business and affairs following its dissolution. A person may be liable for any act or omission performed in his capacity as a manager of a limited liability company if there is a basis for liability. Nothing in this section shall be construed to immunize any person from liability for the consequences of his own acts or omissions for which he otherwise may be liable.
History:
Laws 1993, ch. 280, § 13.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-14 - Parties to actions.

A member of a limited liability company is not a proper party to a proceeding by or against the limited liability company solely by reason of being a member of the limited liability company, except where the object of the proceeding is to enforce a member's right against or liability to the limited liability company.
History:
Laws 1993, ch. 280, § 14.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-17 - Voting.

A. Except as provided by the articles of organization, an operating agreement or the Limited Liability Company Act, members who have contributed to the capital of the limited liability company shall vote in proportion to the value of their contributions to the capital of the limited liability company, determined in accordance with the Limited Liability Company Act and adjusted to the time the vote is taken to reflect all contributions made and all withdrawals of capital by the members prior to such time.
B. Except as provided by the articles of organization, an operating agreement or the Limited Liability Company Act and subject to the provisions of Subsection C of this section:
(1) the affirmative vote, approval or consent of the members having a majority share of the voting power of all members shall be required to amend the articles of organization or an operating agreement to approve the sale, mortgage, pledge or other hypothecation or disposition of all or substantially all of the assets of the limited liability company, to approve the merger or consolidation of the limited liability company or, except as provided in Paragraph (3) of this subsection, to approve any other action required or permitted to be approved by the members;
(2) the affirmative vote, approval or consent of all of the other members shall be required to remove a member from membership in the limited liability company;
(3) if the articles of incorporation or operating agreement vest management responsibility in one or more managers, the affirmative vote, approval or consent of a majority of the managers is required to decide or resolve any difference on any matter connected with carrying on the business and affairs of the limited liability company that is within the scope of the managers' authority; and
(4) any matter connected with the carrying on of the business and affairs of the limited liability company that is not within the scope of the authority of one or more managers, or of one or more members in whom the articles of organization and operating agreement vest particular management responsibility, shall be decided or resolved by the affirmative vote, approval or consent of members having a majority share of the voting power of all members.
C. Notwithstanding the provisions of Subsection B of this section, if a provision in the articles of organization or operating agreement requires a greater than majority vote to approve a matter, the same greater than majority vote shall be required to amend that provision.
History:
Laws 1993, ch. 280, § 17; 1995, ch. 213, § 3.
ANNOTATIONS
The 1995 amendment,
effective June 16, 1995, in Subsection B, inserted "other" preceding "members" and deleted "expel or" preceding "remove" in Paragraph (2) and made a minor stylistic change in Paragraph (3).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-18 - Indemnification of members and managers.

The articles of organization or an operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because he is or was a member or manager and for advancement of expenses, including costs of defense, prior to final disposition of such proceeding.
History:
Laws 1993, ch. 280, § 18.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-20 - Contributions to capital; certificates of membership interest.

A. A membership interest in a limited liability company may be issued in exchange for a contribution of cash or property received by the limited liability company or services rendered to the limited liability company, the value of which shall be established and recorded as of the date the contribution was made by the persons in whom management of the limited liability company is vested. If permitted by the articles of organization or an operating agreement, a membership interest in a limited liability company may be issued in exchange for such member's promissory note or other written promise to contribute cash or property or perform services, the value of which shall be determined by the persons in whom management of the limited liability company is vested.
B. The articles of organization or an operating agreement may:
(1) provide that a membership interest in a limited liability company may be evidenced by a certificate of membership interest issued by the limited liability company;
(2) provide for the assignment or transfer of a membership interest represented by such a certificate by transfer of the certificate; and
(3) make other provisions for such certificates.
History:
Laws 1993, ch. 280, § 20.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-21 - Liability for contribution.

A. Except as provided in the articles of organization or an operating agreement, a member's written promise to the limited liability company to contribute cash or property or render services is not excused by reason of the member's death, disability or other inability to perform.
B. The articles of organization or an operating agreement may provide that the interest of a member who fails to make a payment of cash or transfer of property to the limited liability company or fails to render services required by a written promise is subject to specified consequences. Such consequences may take the form of a reduction of the defaulting member's interest in the limited liability company, subordination of the member's interest to that of nondefaulting members, a forced sale of the member's interest, forfeiture of the member's interest, the lending of money to the defaulting member by other members of the amount necessary to meet the defaulting member's commitment, a determination of the value of a defaulting member's interest by appraisal or by formula and redemption or sale of the interest at that value, or any other specified consequence. Unless otherwise provided by the articles of organization or an operating agreement, a member who does not perform a written promise to contribute cash or property or render service shall be obligated, at the option of the limited company, to contribute cash equal to the fair market value of that portion of the promised performance that has not been received by the limited liability company.
C. Unless otherwise provided in the articles of organization or an operating agreement, the obligation of a member to make a contribution may be compromised only with the unanimous consent of the members.
History:
Laws 1993, ch. 280, § 21.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-22 - Sharing of profits and losses.

The profits and losses of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or an operating agreement. If neither the articles of organization nor an operating agreement provide for allocation, such profits and losses shall be allocated among the members in proportion to the value of their respective contributions to capital, adjusted to reflect all withdrawals from capital.
History:
Laws 1993, ch. 280, § 22.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-23 - Sharing of interim distributions.

Except as provided in Sections 24 and 44 [53-19-24, 53-19-44 NMSA 1978] of the Limited Liability Company Act, distributions of cash or other assets of a limited liability company shall be shared among the members and among classes of members in the manner provided by the articles of organization or an operating agreement. If neither the articles of organization nor an operating agreement provides otherwise, cash or other assets shall be distributed on the basis of the value of contributions made by each member, to the extent that such contributions have not been returned. A member is entitled to receive distributions described in this section to the extent and at the times or upon the happening of the events specified by the articles of organization or an operating agreement or at the times determined by the persons in whom management is vested.
History:
Laws 1993, ch. 280, § 23.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-24 - Distribution on event of dissociation.

Upon the happening of an event of dissociation that does not require the winding up of the affairs of the limited liability company pursuant to Section 39 [53-19-39 NMSA 1978] of the Limited Liability Company Act, a dissociating member is entitled to receive any distribution to which the member is entitled under the provisions of the articles of organization or operating agreement and if such provisions do not specify the effect of such dissociation, such dissociating member shall be entitled only to receive, within a reasonable time after dissociation, the fair market value of his limited liability company interest as of the date of dissociation.
History:
Laws 1993, ch. 280, § 24.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-25 - Withdrawals of capital and distributions in kind.

Except as provided in the articles of organization or an operating agreement:
A. unless approved by all members, no member shall have the right to withdraw any part of his contribution to capital;
B. a member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash; and
C. no member may be compelled to accept from a limited liability company a distribution of any asset in kind to the extent that the value of the percentage of the asset distributed to the member exceeds a percentage of the value of that asset which is equal to the percentage in which the member shares in distributions from the limited liability company.
History:
Laws 1993, ch. 280, § 25.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-26 - Wrongful distributions.

A. No distribution may be made if, after giving effect to the distribution:
(1) the limited liability company would not be able to pay its debts as they become due in the usual course of business; or
(2) the fair market value of the limited liability company's total assets would be less than the sum of all of its liabilities other than liabilities to members with respect to their membership interests and liabilities for which the recourse of the creditors is limited to specific property of the limited liability company. For purposes of this provision, in the case of specific property that is subject to a liability for which the recourse of the creditors is limited to such property, only the fair market value of such property in excess of such liability shall be included in the fair market value of the limited liability company's assets.
B. The limited liability company may base a determination that a distribution is not prohibited under Subsection A of this section either on:
(1) financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or
(2) any other valuation method that is reasonable under the circumstances.
C. Except as provided in Subsection E of this section, the effect of a distribution under Subsection A of this section is measured as of:
(1) the date the distribution is authorized if the distribution occurs within one hundred twenty days after the date of authorization; or
(2) the date distribution is made if it occurs more than one hundred twenty days after the date of authorization.
D. Indebtedness of the limited liability company that it issued as a distribution to its members or the terms of which provide that payment of principal and interest is to be made only if and to the extent that payment of a distribution to members would not be wrongful under this section, is not a liability for purposes of determinations made pursuant to Paragraph (2) of Subsection A of this section.
E. Each payment of principal or interest on indebtedness of a limited liability company that it issued as a distribution shall be treated as a distribution, the effect of which is measured on the date such payment is actually made.
History:
Laws 1993, ch. 280, § 26.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-27 - Liability upon wrongful distribution.

A. In addition to any other liabilities, a member or manager who votes for, approves or consents to any distribution that violates any provision of the articles of organization, an operating agreement or Section 26 [53-19-26 NMSA 1978] of the Limited Liability Company Act shall be liable to the limited liability company, jointly but not severally, with all other members or managers so voting, approving or consenting for the amount of the distribution that exceeds what could have been distributed without violating Section 26 of that act, the articles of organization or an operating agreement, unless the member or manager based his determination that the distribution did not violate such provisions on the statements or other valuation method authorized by Subsection B of Section 26 of that act and had no actual knowledge that rendered his reliance on such statements, valuation or method unwarranted.
B. Each member or manager who is liable pursuant to Subsection A of this section is entitled to contribution:
(1) from each other member or manager who is liable under Subsection A of this section; and
(2) from each member for the amount the member received knowing that the distribution was made in violation of a provision of the articles of organization, an operating agreement or Section 26 of the Limited Liability Company Act.
History:
Laws 1993, ch. 280, § 27.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-28 - Right to distribution.

At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled, with respect to the distribution, to all remedies available to a creditor of the limited liability company. A member to whom a limited liability company is indebted as a consequence of a distribution to such member, which is not prohibited by Section 26 [53-19-26 NMSA 1978] of the Limited Liability Company Act, shall be a creditor at parity with the limited liability company's other general unsecured creditors, except to the extent that the limited liability company's indebtedness to such member is subordinated by agreement.
History:
Laws 1993, ch. 280, § 28.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-29 - Ownership of property by the limited liability company.

A. Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members. A member has no interest in an item of limited liability company property.
B. Property acquired or owned by the limited liability company shall be acquired, held and conveyed in the name of the limited liability company. A limited liability company may acquire any estate in real or personal property in the name of the limited liability company, and title to any estate so acquired shall vest in the limited liability company rather than in the members.
C. Property may be owned by a limited liability company, even though the property is not acquired or held in its name.
D. Subject to Subsection G of this section, property is presumed to be owned by the limited liability company if it is acquired in the name of the limited liability company.
E. Subject to Subsection G of this section, property is presumed to be owned by the limited liability company if it is purchased with funds of the limited liability company, even if it is acquired in the name of a member or other person.
F. Subject to Subsection G of this section, property is presumed to be the property of one or more members or other persons if it is acquired in the names of such persons without use of funds of the limited liability company, even though the property is used for purposes of the business of the limited liability company.
G. Real property and other property held of public record otherwise than in the name of the limited liability company, the ownership of which is customarily publicly recorded, shall not be deemed to be owned by the limited liability company to the prejudice of a person who did not have actual knowledge of the limited liability company's ownership.
History:
Laws 1993, ch. 280, § 29.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-30 - Transfer of property of limited liability company.

A. Except as provided in Subsection E of this section, Section 42 or 43 [53-19-42, 53-19-43 NMSA 1978] of the Limited Liability Company Act or otherwise in the articles of organization or an operating agreement, title to property of a limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company.
B. Title to property of a limited liability company that is held in the name of one or more members or managers with an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company, or of the existence of a limited liability company, even if the name of the limited liability company is not indicated, may be transferred by an instrument of transfer executed by the one or more members or managers in whose name title is held.
C. Property transferred under Subsection A or B of this section, or the proceeds of that property, may be recovered by the limited liability company if it proves that the act of the person executing the instrument of transfer did not bind the limited liability company, unless the initial transferee, or a person claiming through the initial transferee, gave value without having notice that the person who executed the instrument on behalf of the limited liability company lacked authority to bind the limited liability company.
D. Title to property of a limited liability company that is held in the name of one or more persons other than the limited liability company without an indication in the instrument transferring title to the property to them of their capacity as members or managers of a limited liability company, or of the existence of a limited liability company, may be transferred free of any claims of the limited liability company or of the members, by the persons in whose name title is held, to a transferee who gives value without having notice that the property transferred is the property of a limited liability company.
E. Unless otherwise provided in the articles of organization or an operating agreement, if the articles of organization provide that management of the limited liability company is vested in a manager:
(1) title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any manager in the name of the limited liability company; and
(2) a member, acting solely in his capacity as a member, shall not have such authority.
History:
Laws 1993, ch. 280, § 30.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-32 - Assignment of interests.

A. Except as provided in the articles of organization or an operating agreement:
(1) a membership interest or a limited liability company interest is assignable in whole or in part;
(2) until the assignee becomes a member in accordance with the provisions of Subsection A of Section 33 [53-19-33 NMSA 1978] of the Limited Liability Company Act, an assignment entitles the assignee to receive only the distributions and return of capital to which the assignor would be entitled with respect to the interest he assigned if he had not assigned such interest;
(3) an assignment does not of itself dissolve the limited liability company;
(4) until the assignee of a membership interest becomes a member, the assignor continues to be a member and to have the power to exercise all rights of a member, subject to the provisions of Paragraph (2) of this subsection and the members' right to remove the assignor pursuant to Subparagraph (b) of Paragraph (3) of Subsection A of Section 38 [53-19-38 NMSA 1978] of the Limited Liability Company Act;
(5) until the assignee of a membership interest becomes a member, the assignee has no liability of a member solely as a result of the assignment; and
(6) the assignor is not released from any liability that he may have as a member solely as a result of his assignment.
B. Unless otherwise provided by the articles of organization or an operating agreement, the pledge or granting of a security interest, lien or other encumbrance in or against all or any portion of the interest of a member is not an assignment and shall not cause the member to cease to be a member or to cease to have the power to exercise any rights or powers of a member.
History:
Laws 1993, ch. 280, § 32.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-33 - Right of assignee to become a member.

A. Except as otherwise provided in the articles of organization or an operating agreement, an assignee may become a member only if the other members unanimously consent. Such consent shall be evidenced in the manner specified in the articles of organization or an operating agreement; however, in the absence of such specification, such consent shall be evidenced by an instrument, dated and signed by the other members.
B. An assignee who becomes a member has the rights and powers, and is subject to the restrictions and liabilities of a member under the articles of organization, any operating agreement and the Limited Liability Company Act. An assignee who becomes a member shall not be liable for the obligations of his assignor under that act to make contributions and to return distributions, except to the extent that the assignor and assignee agree that the assignee is so liable. The assignee shall not, however, be obligated as a result of his agreement with his assignor for liabilities of which the assignee had no knowledge at the time the assignee became a member and which could not be ascertained from the articles of organization or an operating agreement.
C. Whether or not an assignee becomes a member, the assignor is not released from his liability pursuant to Section 21 [53-19-21 NMSA 1978] of the Limited Liability Company Act to make contributions to the limited liability company unless all members consent in writing to such a release.
D. A member who assigns his entire interest in the limited liability company ceases to be a member or to have the power to exercise any rights of a member when any assignee of his interest becomes a member as provided in Subsection A of this section.
History:
Laws 1993, ch. 280, § 33.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-34 - Interest of a deceased, incompetent or terminated member.

If a member who is an individual dies or a court adjudges him to be incompetent to manage his person or property, or if a member that is not an individual is dissolved, liquidated or otherwise completely terminated, the member's executor, administrator, guardian, conservator, liquidating trustee or other legal representative has all of the rights of an assignee of the member's limited liability company interest.
History:
Laws 1993, ch. 280, § 34.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-35 - Rights of judgment creditor of member.

On application to a court by any judgment creditor of a member, the court may charge the interest of the member with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has no more rights than those to which an assignee of the member's limited liability company interest would be entitled under the provisions of Section 32 [53-19-32 NMSA 1978] of the Limited Liability Company Act. That act does not deprive any member of the benefit of any exemption laws applicable to his membership interest.
History:
Laws 1993, ch. 280, § 35.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-36 - Admission of members.

A. Subject to the provisions of Subsection B of this section, a person may become a member of a limited liability company:
(1) in the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with the articles of organization or an operating agreement or, if neither the articles nor an operating agreement so provides, upon the written consent of all members; and
(2) in the case of an assignee of a member's interest, as provided in Subsection A of Section 33 [53-19-33 NMSA 1978] of the Limited Liability Company Act.
B. The effective time of admission of a member is the later of:
(1) the date the limited liability company is formed; or
(2) the time provided in the articles of organization or an operating agreement or, if no such time is provided in the articles of organization or an operating agreement, then when the person's admission is reflected in the records of the limited liability company.
History:
Laws 1993, ch. 280, § 36.