reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-9 - Filing statement of revocation of voluntary dissolution proceedings.

An original of the statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the statement conforms to law, it shall, when all fees have been paid:
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 file-stamped copy to the corporation or its representative.
History:
1953 Comp., § 51-29-9, enacted by Laws 1967, ch. 81, § 87; 2001, ch. 200, § 63; 2003, ch. 318, § 40.
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 90 of the ABA Model Business Corporation Act.
The 2003 amendment,
effective July 1, 2003, deleted "and franchise taxes" following "fees" near the end of the introductory paragraph.
The 2001 amendment,
effective July 1, 2001, deleted the provision that the statement of revocation of voluntary dissolution proceedings be executed in duplicate and changed the provisions of the section so that instead of explaining the procedures for processing duplicates, it explains procedures for processing the original and a copy of the original.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-10 - Effect of statement of revocation of voluntary dissolution proceedings.

Upon the filing by the commission [secretary of state] of a statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, the revocation of the voluntary dissolution proceedings shall become effective and the corporation may again carry on its business.
History:
1953 Comp., § 51-29-10, enacted by Laws 1967, ch. 81, § 88.
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 91 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— Reinstatement of repealed, forfeited, expired, or suspended corporate charter as validating interim acts of corporation, 42 A.L.R.4th 392.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-11 - Articles of dissolution.

If voluntary dissolution proceedings have not been revoked, then, when all debts, liabilities and obligations of the corporation have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be executed by the corporation by an authorized officer, which statement shall set forth:
A. the name of the corporation;
B. that the secretary of state has previously filed a statement of intent to dissolve the corporation and the date on which the statement was filed;
C. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
D. that all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests;
E. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit; and
F. confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.
History:
1953 Comp., § 51-29-11, enacted by Laws 1967, ch. 81, § 89; 2001, ch. 200, § 64; 2019, ch. 159, § 3.
ANNOTATIONS
The 2019 amendment,
effective July 1, 2019, required articles of dissolution to include confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; and added Subsection F.
Compiler's notes.
— This section is derived from Section 92 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, deleted the provision that articles of dissolution 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".
Pending lawsuit.
— Nothing in the New Mexico Business Corporation Act suggests that the legislature intended that final claims have priority over contingent claims.
Smith v. Cox
, 1992-NMSC-029, 113 N.M. 682, 831 P.2d 981.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-12 - Filing of articles of dissolution.

A. An original of articles of dissolution together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles of dissolution conform to law and that the corporation has complied with the Tax Administration Act [Chapter 7, Article 1 NMSA 1978] and has paid all contributions required by the Unemployment Compensation Law [Chapter 51 NMSA 1978], it shall, when all fees have been paid:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing;
(2) file the original in its office; and
(3) issue a certificate of dissolution to which it shall affix the file-stamped copy.
B. The certificate of dissolution, together with the file-stamped copy of the articles of dissolution affixed to it, shall be returned by the commission [secretary of state] to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers as provided in the Business Corporation Act.
History:
1953 Comp., § 51-29-12, enacted by Laws 1967, ch. 81, § 90; 2001, ch. 200, § 65; 2003, ch. 318, § 41.
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 93 of the ABA Model Business Corporation Act.
The 2003 amendment,
effective July 1, 2003, deleted "and franchise taxes" following "fees" near the end of Subsection A.
The 2001 amendment,
effective July 1, 2001, deleted the provision that the articles of dissolution be executed in duplicate and changed the provisions of the section so that instead of explaining the procedures for processing duplicates, it explains procedures for processing the original and a copy of the original.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-13 - Involuntary dissolution.

A corporation may be dissolved involuntarily by a decree of the district court of Santa Fe county in an action filed by the attorney general when it is established that the corporation:
A. procured its articles of incorporation through fraud; or
B. has continued to exceed or abuse the authority conferred upon it by law.
History:
1953 Comp., § 51-29-13, enacted by Laws 1967, ch. 81, § 91.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 94 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2788 to 2827, 2879.
Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13.
Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 A.L.R.4th 419.
19 C.J.S. Corporations §§ 811 to 882.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-14 - Notification to attorney general.

The commission [secretary of state] shall certify to the attorney general, from time to time, the names of all corporations which have given cause for dissolution as provided by the Business Corporation Act, together with the facts pertinent thereto. Whenever the commission [secretary of state] certifies the name of a corporation to the attorney general as having given cause for dissolution, the commission [secretary of state] shall concurrently mail to the corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the attorney general shall file an action in the name of the state against the corporation for its dissolution.
History:
1953 Comp., § 51-29-14, enacted by Laws 1967, ch. 81, § 92.
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 95 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2817, 2819.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-15 - Venue and process.

Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general in the district court of Santa Fe county. Summons shall issue and be served as in other civil actions. If process is returned not found, the attorney general shall cause publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action and the date on or after which default may be entered. The attorney general may include in one notice the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of the notice to be mailed to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of the notice is prima facie evidence thereof. The notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation has been served with summons, no default shall be taken against it earlier than thirty days after the first publication of the notice.
History:
1953 Comp., § 51-29-15, enacted by Laws 1967, ch. 81, § 93.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 96 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 C.J.S. Corporations § 841.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-18 - Qualifications of receivers.

A receiver shall in all cases be a natural person or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give bond as the court may direct with sureties as the court may require.
History:
1953 Comp., § 51-29-18, enacted by Laws 1967, ch. 81, § 96; 1975, ch. 64, § 39.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 99 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 C.J.S. Corporations § 773.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-19 - Filing of claims in liquidation proceedings.

In proceedings to liquidate the assets and business of a corporation, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as 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., § 51-29-19, enacted by Laws 1967, ch. 81, § 97.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 100 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2862, 2863.
19 C.J.S. Corporations § 872.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-20 - Discontinuance of liquidation proceedings.

The liquidation of the assets and business 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., § 51-29-20, enacted by Laws 1967, ch. 81, § 98.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 101 of the ABA Model Business Corporation Act.
Action to liquidate or dissolve.
— A derivative action is authorized by 53-16-16 NMSA 1978 and the court is authorized to discontinue the liquidation or to dissolve the corporation under 53-16-21 NMSA 1978 and this section as is necessary to do justice to all involved.
Prager v. Prager
, 1969-NMSC-149, 80 N.M. 773, 461 P.2d 906.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-21 - Decree of involuntary dissolution.

In proceedings to liquidate the assets and business 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 to its shareholders, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.
History:
1953 Comp., § 51-29-21, enacted by Laws 1967, ch. 81, § 99.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 102 of the ABA Model Business Corporation Act.
Action to liquidate or dissolve.
— A derivative action is authorized by 53-16-16 NMSA 1978 and the court is authorized to discontinue the liquidation or to dissolve the corporation under 53-16-20 NMSA 1978 and this section as is necessary to do justice to all involved.
Prager v. Prager
, 1969-NMSC-149, 80 N.M. 773, 461 P.2d 906.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 Am. Jur. 2d Corporations §§ 2827, 2879.
19 C.J.S. Corporations § 849.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-22 - Filing of decree of dissolution.

In case the court enters a decree dissolving a corporation, the clerk of the court shall cause a certified copy of the decree to be filed with the commission [secretary of state]. No fee shall be charged by the commission [secretary of state] for the filing.
History:
1953 Comp., § 51-29-22, enacted by Laws 1967, ch. 81, § 100.
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 103 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 16 - Business Corporations; Dissolution of Corporations › Section 53-16-23 - Deposit with state treasurer of amount due certain shareholders.

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or shareholder 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 the creditor or shareholder or to his legal representative upon proof satisfactory to the state treasurer of his right thereto.
History:
1953 Comp., § 51-29-23, enacted by Laws 1967, ch. 81, § 101.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 105 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-4 - Change of name by foreign corporation.

Whenever a foreign corporation which is authorized to transact business in this state 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 therafter [thereafter] transact any business in this state until it has changed its name to a name which is available to it under the laws of this state, or has otherwise complied with the provisions of the Business Corporation Act.
History:
1953 Comp., § 51-30-4, enacted by Laws 1967, ch. 81, § 106; 1975, ch. 64, § 42.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Compiler's notes.
— This section is derived from Section 109 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).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-7 - Application for readmission.

The commission [secretary of state] may waive the filing of articles of incorporation or other documents by a corporation making application for a certificate of authority if the documents were filed in connection with a previous application for a certificate of authority.
History:
1953 Comp., § 51-30-6.1, enacted by Laws 1969, ch. 22, § 4.
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 17 - Business Corporations; Foreign Corporations › Section 53-17-8 - Effect of [certificate of] authority.

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the application for a certificate of authority to the commission [secretary of state], the corporation shall be authorized to transact business in this state for those purposes set forth in its application, subject, however, to the right of this state to suspend or revoke the authority as provided in the Business Corporation Act.
History:
1953 Comp., § 51-30-7, enacted by Laws 1967, ch. 81, § 109; 1983, ch. 304, § 66.
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 112 of the ABA Model Business Corporation Act.
The 1983 amendment,
effective June 17, 1983, deleted "certificate of" preceding "authority" in the catchline and substituted "Unless the commission . . . to the commission" for "Upon the issuance of a certificate of authority by the commission" at the beginning of the section.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 36 Am. Jur. 2d Foreign Corporations §§ 238 to 239.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-12 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1983, ch. 304, § 73, repealed 53-17-12 NMSA 1978, as enacted by Laws 1967, ch. 81, § 113, relating to amendment of the articles of incorporation of a foreign corporation, effective June 17, 1983.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-13 - Merger or conversion of foreign corporation authorized to transact business in this state.

Whenever a foreign corporation authorized to transact business in this state is a party to a statutory merger or conversion 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 or conversion becomes effective, file with the commission [secretary of state] a copy of the articles of merger or conversion duly authenticated by the proper officer of the state or country under the laws of which the statutory merger or conversion was effected. It is not necessary for the corporation to procure either a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed thereby or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to transact in this state or unless the surviving corporation is to transact business in New Mexico but has not procured a certificate of authority to transact business in this state.
History:
1953 Comp., § 51-30-12, enacted by Laws 1967, ch. 81, § 114; 1983, ch. 304, § 67; 2001, ch. 200, § 69.
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 117 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, inserted "or conversion" following "merger" in the section heading and throughout the section text.
The 1983 amendment,
effective June 17, 1983, deleted "and the corporation is the surviving corporation" following "incorporated" in the first sentence and added "or unless . . . in this state" at the end of the last sentence.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-14 - Amended certificate of authority.

A foreign corporation authorized to transact business in this state shall procure an amended certificate of authority in the event it changes its corporate name or desires to pursue in this state 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]. 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., § 51-30-13, enacted by Laws 1967, ch. 81, § 115; 2003, ch. 318, § 44.
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 118 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 thereof" following "the filing of".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-16 - Filing of application for withdrawal.

A. An original of an application for withdrawal together with a copy, which may be signed, photocopied or conformed, 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 Business Corporation Act and that the corporation has complied with the Tax Administration Act [Chapter 7, Article 1 NMSA 1978] and has paid all contributions required by the Unemployment Compensation Law [Chapter 51 NMSA 1978], it shall, when all fees have been paid:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing;
(2) file the original in its office; and
(3) issue a certificate of withdrawal to which it shall affix the file-stamped copy.
B. The certificate of withdrawal, together with the file-stamped copy of the application for withdrawal affixed to it, shall be returned by the commission [secretary of state] to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in this state shall cease.
History:
1953 Comp., § 51-30-15, enacted by Laws 1967, ch. 81, § 117; 2001, ch. 200, § 71; 2003, ch. 318, § 46.
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 120 of the ABA Model Business Corporation Act.
The 2003 amendment,
effective July 1, 2003, deleted "and franchise taxes" following "when all fees" in Subsection A.
The 2001 amendment,
effective July 1, 2001, deleted the provision that the application be executed in duplicate and changed the provisions of the section so that instead of explaining the procedures for processing duplicates, it explains procedures for processing the original and a copy of the original.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-19 - Application to corporations heretofore authorized to transact business in this state.

Foreign corporations which are authorized to transact business in this state at the time the Business Corporation Act takes effect, for a purpose or purposes for which a corporation might secure such authority under the Business Corporation Act, shall, subject to the limitations set forth in their respective certificates of authority, be entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this state under the Business Corporation Act, and from the time the Business Corporation Act takes effect, the corporations are subject to all the limitations, restrictions, liabilities and duties prescribed in the Business Corporation Act for foreign corporations procuring certificates of authority to transact business in this state under the Business Corporation Act.
History:
1953 Comp., § 51-30-18, enacted by Laws 1967, ch. 81, § 120.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 123 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 17 - Business Corporations; Foreign Corporations › Section 53-17-21 - Repealed.

ANNOTATIONS
Repeals.
— Laws 1993, ch. 318, § 6 repealed 53-17-21 NMSA 1978, as enacted by Laws 1991, ch. 170, § 10, requiring any person elected or appointed to a board of directors to file an affidavit with the corporation stating that he consents to be a member of the board of directors, effective June 18, 1993. For provisions of former section,
see
the 1992 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-1 - Powers of commission [secretary of state].

The commission [secretary of state] has the power and authority reasonably necessary to enable it to administer the Business Corporation Act efficiently and to perform the duties therein imposed upon it.
History:
1953 Comp., § 51-31-1, enacted by Laws 1967, ch. 81, § 122.
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 139 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-2 - Appeal from commission [secretary of state].

A. If the commission [secretary of state] fails to approve any articles of incorporation, amendment, merger, consolidation or dissolution or any other document required by the Business Corporation Act to be approved by the commission [secretary of state] before it is filed in its office, it shall, within fifteen working days after the delivery thereof to it, give written notice of its disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. From the disapproval, the person or corporation may appeal to the district court pursuant to the provisions of Section 39-3-1.1 NMSA 1978.
B. If the commission [secretary of state] revokes the certificate of authority to transact business in this state of any foreign corporation pursuant to the provisions of the Business Corporation Act, the foreign corporation may appeal to the district court pursuant to the provisions of Section 39-3-1.1 NMSA 1978.
History:
1953 Comp., § 51-31-2, enacted by Laws 1967, ch. 81, § 123; 1983, ch. 304, § 69; 1998, ch. 55, § 49; 1999, ch. 265, § 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.
Compiler's notes.
— This section is derived from Section 140 of the ABA Model Business Corporation Act.
Cross references.
— For procedures governing administrative appeals to the district court,
see
Rule 1-074 NMRA.
The 1999 amendment,
effective July 1, 1999, substituted "Section 39-3-1.1" for "Section 12-8A-1" in Subsections A and B.
The 1998 amendment,
effective September 1, 1998, rewrote this section to the extent that a detailed comparison is impracticable.
The 1983 amendment,
effective June 17, 1983, substituted "fifteen working days" for "ten days" near the middle of the first sentence of Subsection A.
Law reviews.
— For article, "How to Stand Still Without Really Trying: A Critique of the New Mexico Administrative Procedure Act," see 10 Nat. Res. J. 840 (1970).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 19 C.J.S. Corporations §§ 901, 919.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-3 - Issuance of certificate of good standing and compliance.

The commission [secretary of state] may issue a certificate of good standing and compliance if the corporation requesting the certificate has paid all fees due at the time of the request.
History:
1953 Comp., § 51-31-2.1, enacted by Laws 1977, ch. 103, § 19; 1983, ch. 304, § 70.
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 "franchise taxes and" preceding "fees".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-4 - Certificates and certified copies to be received in evidence.

All certificates issued by the commission [secretary of state] in accordance with the provisions of the Business Corporation Act, and all copies of documents filed in its office in accordance with the provisions of the Business Corporation Act, when certified by it, shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the facts therein stated, and may be filed and recorded with the respective county clerks. A certificate by the commission [secretary of state] under its seal, as to the existence or nonexistence of the facts relating to corporations shall be taken and received in all courts, public offices and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.
History:
1953 Comp., § 51-31-3, enacted by Laws 1967, ch. 81, § 124.
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 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-5 - Forms to be furnished by commission [secretary of state].

Forms for all documents to be filed in the office of the commission [secretary of state] may be furnished by the commission [secretary of state] on request therefor, but the use thereof unless otherwise specifically prescribed by law, is not mandatory.
History:
1953 Comp., § 51-31-4, enacted by Laws 1967, ch. 81, § 125.
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 142 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-6 - Greater voting requirements.

Whenever a section of the Business Corporation Act specifies the vote of the holders of a certain proportion of the shares, or of any class or series thereof, for the taking of any action by the shareholders of a corporation, the articles of incorporation may require a greater proportion. An amendment to the articles of incorporation which adds, changes or deletes a provision for a greater proportion must be adopted by the same vote as would be required to take action under the provision to be adopted or then in effect, whichever is greater.
History:
1978 Comp., § 53-18-6, enacted by Laws 1983, ch. 304, § 71.
ANNOTATIONS
Repeals and reenactments.
— Laws 1983, ch. 304, § 71, repealed former 53-18-6 NMSA 1978, relating to greater voting requirements, and enacted the above section.
Compiler's notes.
— This section is derived from Section 143 of the ABA Model Business Corporation Act.
Law reviews.
— 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.
— Validity, construction, and effect of provision in charter or bylaw requiring supermajority vote, 80 A.L.R.4th 667.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-6.1 - Voting requirements; existing corporations.

A. The provisions of the 1983 amendments to the Business Corporation Act lowering voting requirements from a two-thirds majority to a simple majority shall not apply to a corporation that was in existence on June 17, 1983, until the corporation, by amendment to its articles of incorporation, chooses to become subject to those provisions, except as provided in Subsection B of this section.
B. Corporations in existence on June 17, 1983 that, as of July 1, 2001, are listed on a national securities exchange, or whose shares are publicly traded on an over-the-counter basis and have more than four hundred fifty shareholders of record, shall be subject to the lower voting requirements established by the 1983 amendments to the Business Corporation Act upon adoption of a bylaws provision by the board of directors making the corporation subject to the lower voting requirements. The bylaws provision adopted pursuant to this subsection may be rescinded only by submission to the shareholders of a proposal to amend the articles of incorporation to establish a greater voting requirement in accordance with the provisions of Section 53-18-6 NMSA 1978, which proposal may be made by any shareholder of record.
History:
1978 Comp., § 53-18-6.1, enacted by Laws 1983, ch. 304, § 72; 2001, ch. 200, § 73.
ANNOTATIONS
Compiler's notes.
— The phrase "the 1983 amendments to the Business Corporation Act lowering voting requirements" refers to those sections of the Business Corporation Act, 53-11-1 to 53-18-12 NMSA 1978, amended by Laws 1983, Chapter 304, i.e., 53-13-2, 53-14-3, 53-15-2, 53-16-3 and 53-16-8 NMSA 1978.
The 2001 amendment,
effective July 1, 2001, inserted the Subsection A designation and added Subsection B; in Subsection A, substituted "June 17, 1983" for "the effective date of this section" and inserted "except as provided in Subsection B of this section".
Law reviews.
— For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— Personal liability of stockholder, officer, or agent for debt of foreign corporation doing business in the state, 27 A.L.R.4th 387.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-7 - Waiver of notice.

Whenever any notice is required to be given to any shareholder or director of a corporation under the provisions of the Business Corporation Act or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to the notice, whether before or after the time stated therein, is equivalent to the giving of the notice.
History:
1953 Comp., § 51-31-6, enacted by Laws 1967, ch. 81, § 127.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 144 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 18A Am. Jur. 2d Corporations §§ 467 to 469, 652, 653, 969, 971, 972, 980 to 983, 1082 to 1084, 1086, 1087; 18B Am. Jur. 2d Corporations §§ 1368, 1370, 1459, 1480, 1481.
18 C.J.S. Corporations § 367.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-8 - Action by shareholders without a meeting.

Any action required by the Business Corporation Act to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent has the same effect as a unanimous vote of shareholders, and may be stated as such in any articles or document filed with the commission [secretary of state] under the Business Corporation Act.
History:
1953 Comp., § 51-31-7, enacted by Laws 1967, ch. 81, § 128.
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 145 of the ABA Model Business Corporation Act.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 18 - Business Corporations; Miscellaneous Provisions › Section 53-18-9 - Unauthorized assumption of corporate powers.

All persons who assume to act as a corporation without authority to do so are jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
History:
1953 Comp., § 51-31-8, enacted by Laws 1967, ch. 81, § 129.
ANNOTATIONS
Compiler's notes.
— This section is derived from Section 146 of the ABA Model Business Corporation Act.
Law reviews.
— Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).