reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-37 - Voluntary withdrawal of members.

A. Unless the articles of organization or an operating agreement provide otherwise, a member of a limited liability company with perpetual existence has the right to voluntarily withdraw from such limited liability company at any time by giving thirty days prior written notice to the other members, or such other notice as a provision in the articles of organization or an operating agreement requires.
B. Unless the articles of organization or an operating agreement provide otherwise, a member of a limited liability company for a definite term or particular undertaking has no right to withdraw voluntarily before the expiration of that term or the achievement of that undertaking. If a member of a limited liability company for a definite term or particular undertaking attempts to withdraw voluntarily without a right to do so, such attempt shall be ineffective except that such member shall be deemed to have relinquished by such attempt all of his right and power to vote or to otherwise participate thereafter, in any way, in management or control of the limited liability company.
C. Unless the articles of organization or an operating agreement provide otherwise, a member who elects voluntarily to withdraw pursuant to a right to do so shall be entitled to receive, within a reasonable time following the effective date of such withdrawal, the fair market value of his limited liability company interest. From and after the effective date of such withdrawal he shall cease to be a member and shall be deemed to have relinquished all right and power to vote or to otherwise participate in any way in the management or control of the limited liability company or to participate in distributions or otherwise to receive a return of capital from the limited liability company.
History:
Laws 1993, ch. 280, § 37.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-39 - Dissolution.

A. A limited liability company is dissolved upon the happening of any of the following events:
(1) an event specified in the articles of organization or an operating agreement;
(2) except as otherwise provided in the articles of organization or an operating agreement, upon the written consent of members having a majority share of the voting power of all members; or
(3) entry of a decree of judicial dissolution pursuant to Section 53-19-40 NMSA 1978.
B. On the dissolution of the limited liability company, the limited liability company shall cease to carry on its business and affairs, except insofar as necessary for winding up the company's business and affairs, but its legal existence shall continue until all its business and affairs are wound up.
History:
Laws 1993, ch. 280, § 39; 1995, ch. 213, § 4; 2003, ch. 318, § 53.
ANNOTATIONS
The 2003 amendment,
effective July 1, 2003, deleted former Paragraph A(3) which read: "except as otherwise provided in the articles of organization or an operating agreement, a majority in interest of the remaining members do not give their written consent to continue the business of the limited liability company within ninety days after the occurrence of an event of dissociation" and redesignated former Paragraph A(4) as present Paragraph A(3); and deleted Subsection C relating to for the consent to be satisfied must be given by a remaining member.
The 1995 amendment,
effective June 16, 1995, in Subsection A, rewrote Paragraph (3) and substituted "Section 53-19-40 NMSA 1978" for "Section 40 of the Limited Liability Company Act" in Paragraph (4); and added Subsection C.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-40 - Judicial dissolution.

On application by or for a member, a court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on its business in conformity with its articles of organization or operating agreement.
History:
Laws 1993, ch. 280, § 40.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-41 - Articles of dissolution.

A. On the dissolution of a limited liability company, persons with authority pursuant to the provisions of Subsection A of Section 53-19-42 NMSA 1978 to wind up its business and affairs shall sign and deliver, to the office of the secretary of state for filing, articles of dissolution.
B. The articles of dissolution shall state:
(1) the name of the limited liability company;
(2) the dates of filing the articles of organization and all amendments and restatements to the articles of organization;
(3) the event causing the dissolution;
(4) the effective date, which shall be a date certain, of the articles of dissolution if the articles of dissolution are not to be effective on filing;
(5) the name and address of each person who has the authority to act for the limited liability company in connection with the winding up of its business and affairs;
(6) confirmation that the limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico;
(7) whether the winding up of the business and affairs of the limited liability company is being supervised by a court pursuant to the provisions of Paragraph (2) of Subsection A of Section 53-19-42 NMSA 1978; and
(8) any other information persons signing the articles of dissolution choose to include.
C. After the articles of dissolution have been filed, only a person named in the articles of dissolution as having authority to act for the limited liability company in connection with the winding up of its business and affairs shall have such authority, including the authority to bind the limited liability company, transact business on its behalf, act as its agent and execute any instrument for it and in its name.
D. Articles of dissolution that have been filed may be amended at any time and from time to time or revoked at any time and, unless an amendment or revocation states otherwise, it shall be effective upon delivery to the office of the secretary of state for filing.
History:
Laws 1993, ch. 280, § 41; 2019, ch. 159, § 5.
ANNOTATIONS
The 2019 amendment,
effective July 1, 2019, required articles of dissolution to include confirmation that the limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; in Subsection A, after "Section", deleted "42 of the Limited Liability Company Act" and added "53-19-42 NMSA 1978", and after "to the office of", deleted "commission" and added "secretary of state"; in Subsection B, added a new Paragraph B(6) and redesignated former Paragraphs B(6) and B(7) as Paragraphs B(7) and B(8), respectively, and in Paragraph B(7), after "Section", deleted "42 of the Limited Liability Company Act" and added "53-19-42 NMSA 1978"; and in Subsection D, after "delivery to the office of the", deleted "commission" and added "secretary of state".
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-42 - Winding up.

A. Except as may be provided in the articles of organization or an operating agreement, the business and affairs of the limited liability company shall be wound up:
(1) by one or more persons designated in writing by members holding a majority of the voting power of all members, or if no such persons are so designated, by the members or managers who have authority to manage the limited liability company; or
(2) by a court at any time, on application of any member, his legal representative or his assignee, if any person with authority to act pursuant to Paragraph (1) of this subsection shall have engaged in wrongful conduct or on other cause shown.
B. The members, managers or other persons named in the articles of dissolution as having authority to wind up the business and affairs of the limited liability company may, in the name of, and for and on behalf of, the limited liability company:
(1) prosecute and defend suits;
(2) complete the performance of obligations undertaken prior to dissolution and settle and close the business of the limited liability company;
(3) dispose of and transfer the property of the limited liability company;
(4) discharge the liabilities of the limited liability company; and
(5) distribute to the members any remaining assets of the limited liability company.
History:
Laws 1993, ch. 280, § 42.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-43 - Power of managers or members after dissolution.

A. Subject to Subsections C and D of this section, on and after dissolution of the limited liability company and until articles of dissolution shall have been filed with the commission [secretary of state], any manager of a limited liability company whose articles of organization vest management in managers and any member of a limited liability company whose articles of organization do not vest management in managers can bind the limited liability company:
(1) by any act authorized by Section 42 [53-19-42 NMSA 1978] of the Limited Liability Company Act for winding up the limited liability company's business and affairs; and
(2) by any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have notice of the dissolution.
B. The filing of the articles of dissolution required by Section 41 [53-19-41 NMSA 1978] of the Limited Liability Company Act shall be notice of dissolution for purposes of Paragraph (2) of Subsection A of this section.
C. An act of a member, manager or other person that is not otherwise binding on the limited liability company pursuant to Subsection A of this section is binding if it is otherwise authorized or ratified by the limited liability company.
D. An act of any person that is in contravention of a restriction on authority, shall not bind the limited liability company to persons having knowledge of the restriction.
History:
Laws 1993, ch. 280, § 43.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state.
See
8-4-7 NMSA 1978.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-44 - Distribution of assets.

In winding up the business and affairs of a limited liability company, its assets shall be applied or distributed, and its accounts settled, in the following order of priority:
A. first, to payment or adequate provision for payment to creditors, excluding members who by reason of the provisions of Section 28 [53-19-28 NMSA 1978] of the Limited Liability Company Act are creditors with respect to distributions by the limited liability company, but including to the extent permitted by law members who are creditors without application of the provisions of that section;
B. second, except as otherwise provided in the articles of organization or an operating agreement, in satisfaction of liabilities:
(1) under Section 28 of the Limited Liability Company Act to members or former members for distributions; and
(2) to former members as a result of a dissociation requiring a payment under Section 24 [53-19-24 NMSA 1978] of the Limited Liability Company Act or as a result of a voluntary withdrawal requiring payment under Subsection C of Section 37 [53-19-37 NMSA 1978] of the Limited Liability Company Act; and
C. third, except as otherwise provided in the articles of organization or an operating agreement, to members at the date of dissolution in the proportions, determined as of that date, of the values of their contributions to the capital of the limited liability company adjusted for withdrawals of capital.
History:
Laws 1993, ch. 280, § 44.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-45 - Known claims against dissolved limited liability company.

A. A dissolved limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to Section 53-19-41 NMSA 1978 and following the procedure described in this section.
B. The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the effective date of dissolution. The written notice shall:
(1) describe information that must be included in a claim;
(2) provide a mailing address where a claim may be sent;
(3) state the deadline by which claims must be received by the limited liability company, which may not be earlier than the later of one hundred twenty days after the date on which the articles of dissolution were filed pursuant to Section 53-19-41 NMSA 1978 or, if the dissolution was not effective on such filing date, one hundred twenty days after the effective date of dissolution stated in the articles of dissolution;
(4) state that the claim shall be barred if not received by the deadline; and
(5) state the effective date that will apply to any rejection notice that the limited liability company may give upon receipt of any claim.
C. A claim against the dissolved limited liability company is barred:
(1) if a claimant who was given written notice pursuant to Subsection B of this section does not deliver the claim to the dissolved limited liability company by the deadline; or
(2) if a claimant whose claim was rejected in writing by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
D. For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
History:
Laws 1993, ch. 280, § 45; 1995, ch. 213, § 5.
ANNOTATIONS
The 1995 amendment,
effective June 16, 1995, substituted "Section 53-19-41 NMSA 1978" for "Section 41 of the Limited Liability Company Act" in Subsection A; and, in Subsection B, rewrote Paragraph (3), added Paragraph (5), and made minor stylistic changes.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-46 - Unknown claims against dissolved limited liability company.

A. A dissolved limited liability company may publish notice of its dissolution pursuant to this section and request that persons with claims against the limited liability company present them in accordance with the notice.
B. The notice shall:
(1) be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office or registered office is or was located;
(2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(3) state that a claim against the limited liability company shall be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
C. If the dissolved limited liability company publishes a newspaper notice in accordance with Paragraph (1) of Subsection B of this section and files articles of dissolution pursuant to Section 53-19-41 NMSA 1978, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within three years after the publication date of the newspaper notice:
(1) a claimant who did not receive written notice pursuant to provisions of Section 53-19-45 NMSA 1978;
(2) a claimant whose claim was timely delivered to the dissolved limited liability company but neither accepted nor rejected; and
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
D. A claim may be enforced under this section:
(1) against the dissolved limited liability company, to the extent of its undistributed assets; or
(2) if the assets have been distributed in winding up, against a member of the dissolved limited liability company to the extent of the lesser of his pro rata share of the claim and the fair market value of the assets of the limited liability company distributed to him in winding up, determined as of the times of such distributions; but a member's total liability for all claims pursuant to the provisions of this section shall not exceed the total fair market value of the assets distributed to him determined as of the date of distribution.
History:
Laws 1993, ch. 280, § 46; 1995, ch. 213, § 6.
ANNOTATIONS
The 1995 amendment,
effective June 16, 1995, in Subsection C, substituted "Section 53-19-41 NMSA 1978" for "Section 41 of the Limited Liability Company Act" and "the publication date of the newspaper notice" for "the later of the publication date of the newspaper notice and the date on which the articles of dissolution were filed" in the introductory paragraph, and substituted "pursuant to provisions of Section 53-19-45 NMSA 1978" for "under Section 45 of the Limited Liability Company Act" in Paragraph (1); and made a minor stylistic change in Subsection D.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-47 - Laws governing foreign limited liability company.

A. Subject to the constitution of New Mexico, the laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers and members.
B. A foreign limited liability company may not be denied registration by reason of any difference between the laws of the state and other jurisdictions under which it was organized and the laws of New Mexico.
History:
Laws 1993, ch. 280, § 47.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-49 - Issuance of registration.

If the commission [secretary of state] determines that the application for registration from a foreign limited liability company conforms to the provisions of the Limited Liability Company Act and all requisite fees have been paid, the commission [secretary of state] shall:
A. endorse on the signed original and each copy the word "filed" and the date of its acceptance for filing;
B. retain a signed original in the files of the commission [secretary of state]; and
C. return each copy to the person who delivered it to the commission [secretary of state] or to that person's representative.
History:
Laws 1993, ch. 280, § 49; 2003, ch. 318, § 55.
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, inserted "from a foreign limited liability company" following "application for registration" in the introductory paragraph and deleted "duplicate" preceding "copy" in Subsections A and C.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-50 - Name.

A foreign limited liability company may register with the commission [secretary of state] under any name, whether or not it is the name under which it is registered in the state or other jurisdiction of organization, as long as the name could be registered by a domestic limited liability company pursuant to Section 3 [53-19-3 NMSA 1978] of the Limited Liability Company Act.
History:
Laws 1993, ch. 280, § 50.
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 53-19-51 - Amended certificate of registration.

A. The application for registration of a foreign limited liability company may be amended by filing an amended certificate of registration with the commission [secretary of state] signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization. The application for an amended certificate of registration shall set forth:
(1) the name of the foreign limited liability company;
(2) the date the original application for registration was filed; and
(3) the amendment to the application for registration.
B. The application for registration may be amended in any way, so long as the application for registration as amended contains only provisions that, at the time of the amendment, may be lawfully contained in an application for registration.
C. An application for registration shall be amended to reflect any change in the identity of the persons in whom management of the foreign limited liability company is vested.
D. The requirements in respect to the form and contents of the application for amended certificate of registration, the manner of its execution, the filing of an original and copy with the commission [secretary of state], the issuance of an amended certificate of registration and the effect thereof, shall be the same as in the case of an original application for a certificate of registration. In addition to these requirements, the application shall be accompanied by an authenticated copy of the amended articles of organization.
History:
Laws 1993, ch. 280, § 51; 2001, ch. 200, § 77.
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 2001 amendment,
effective July 1, 2001, rewrote the section heading, which formerly read "Amendments"; substituted "an amended certificate of registration" and "application for an amended certificate of registration" for "articles of amendment" in Subsection A; and added Subsection D.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-52 - Cancellation of registration.

A. A foreign limited liability company authorized to transact business in New Mexico may cancel its registration by application to the secretary of state for a certificate of cancellation. The application for cancellation shall set forth:
(1) the name of the foreign limited liability company and the state or other jurisdiction under the laws of which it is organized;
(2) that the foreign limited liability company is not transacting business in New Mexico;
(3) that the foreign limited liability company surrenders its registration to transact business in New Mexico;
(4) that the foreign limited liability company confirms the authority of its registered agent for service of process in New Mexico and consents that service of process in any action, suit or proceeding based upon any cause of action arising in New Mexico during the time that the foreign limited liability company was authorized to transact business in New Mexico also may be made on the foreign limited liability company by service upon the secretary of state;
(5) an address to which a person may mail a copy of any process against the foreign limited liability company; and
(6) confirmation that the foreign limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.
B. The application for cancellation shall be in the form specified by the secretary of state and shall be executed for the foreign limited liability company by a person with authority to do so under the laws of the state or other jurisdiction of its organization or, if the foreign limited liability company is in the hands of a receiver or trustee, by the receiver or trustee on behalf of the foreign limited liability company.
C. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited liability company with respect to causes of action arising out of its having done business in New Mexico.
History:
Laws 1993, ch. 280, § 52; 2019, ch. 159, § 6.
ANNOTATIONS
The 2019 amendment,
effective July 1, 2019, provided that a foreign limited liability company may cancel its registration by application to the secretary of state for a certificate of cancellation, and that the application shall include confirmation that the foreign limited liability company has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; in Subsections A and B, changed "commission" to "secretary of state"; and added Paragraph A(6).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-53 - Transaction of business without registration.

A. A foreign limited liability company transacting business in New Mexico may not maintain an action, suit or proceeding in a court of New Mexico until it has registered in New Mexico.
B. The failure of a foreign limited liability company to register in New Mexico does not:
(1) impair the validity of any contract or act of the foreign limited liability company;
(2) affect the right of any other party to a contract to maintain any action, suit or proceeding on the contract; or
(3) prevent the foreign limited liability company from defending any action, suit or proceeding in any court of New Mexico.
C. A foreign limited liability company, by transacting business in New Mexico without registration, appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in New Mexico.
D. A foreign limited liability company that transacts business in New Mexico without a valid registration shall be liable to New Mexico in an amount equal to all fees that would have been imposed by the Limited Liability Company Act on that foreign limited liability company for the years or parts of years during which it transacted business in New Mexico without registration, had it obtained such registration, filed all reports required by that act and paid all penalties imposed by that act. The attorney general may bring proceedings to recover all amounts due New Mexico under the provisions of this section.
E. A foreign limited liability company that transacts business in New Mexico without a valid registration shall be subject to a civil penalty not to exceed two hundred dollars ($200) per year or any part thereof during which business was transacted.
F. The civil penalty provided for in Subsection E of this section may be recovered in an action brought by the attorney general. Upon a finding by the court that a foreign limited liability company or any of its members or managers have transacted business in New Mexico in violation of the Limited Liability Company Act, the court shall issue, in addition to the imposition of a civil penalty, an injunction restraining further transaction of business by the foreign limited liability company and the further exercise of any limited liability company's rights and privileges in New Mexico. The foreign limited liability company shall be enjoined from transacting business in New Mexico until all civil penalties, plus any interest and court costs that the court may assess, have been paid and until the foreign limited liability company has otherwise complied with the provisions of the Limited Liability Company Act.
G. A member or manager of a foreign limited liability company is not liable for the debts and obligations of the limited liability company solely because such company transacted business in New Mexico without registration.
History:
Laws 1993, ch. 280, § 53.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-54 - Transactions not constituting transacting business.

A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of the Limited Liability Company Act:
(1) maintaining, defending or settling any proceeding;
(2) holding meetings of its members or carrying on any other activities concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or appointing and maintaining trustees or depositories with respect to those securities or interests;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside New Mexico before they become contracts;
(7) creating as borrower or lender or acquiring indebtedness or mortgages or other security interests in real or personal property;
(8) securing or collecting debts or enforcing rights in property securing debts;
(9) investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests; executing division orders, contracts of sale and other instruments incidental to the ownership of such nonoperating mineral interests; and, in general, owning, without more, real or personal property;
(10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; or
(11) transacting business in interstate commerce.
B. A foreign limited liability company shall not be considered to be transacting business in New Mexico solely because it:
(1) owns a controlling interest in a corporation or a foreign corporation that transacts business in New Mexico;
(2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in New Mexico; or
(3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in New Mexico.
C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in New Mexico or to regulation under any other law of New Mexico.
History:
Laws 1993, ch. 280, § 54.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-55 - Service of process.

Service of process in any action against a foreign limited liability company, whether or not registered in accordance with the provisions of the Limited Liability Company Act, shall be made in the manner prescribed by law and the New Mexico Rules of Civil Procedure.
History:
Laws 1993, ch. 280, § 55.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-58 - Authority to sue on behalf of limited liability company.

Except as otherwise provided in the articles of organization or an operating agreement, a suit on behalf of the limited liability company may be brought in the name of the limited liability company by:
A. any member of the limited liability company who is authorized to sue by the affirmative vote of members having a majority of the voting power of all members whose interests are not adverse to the interests of the limited liability company, whether or not the articles of organization or an operating agreement vests management of the limited liability company in one or more managers; or
B. in the case of a limited liability company whose articles of organization or an operating agreement vest management in one or more managers, any manager who is authorized to do so by the affirmative vote, approval or consent required by the provisions of Section 17 [53-19-17 NMSA 1978] of the Limited Liability Company Act; provided that in determining the required vote, approval or consent, the vote of any manager who has an interest in the outcome of the suit that is adverse to the interest of the limited liability company shall be excluded.
History:
Laws 1993, ch. 280, § 58.
ANNOTATIONS
Company may not bring suit pro se.
— An authorized member of a limited liability company can bring suit in the company's name; however, a member who is not a licensed attorney cannot provide legal representation for the company.
Martinez v. Roscoe
, 2001-NMCA-083, 131 N.M. 137, 33 P.3d 887, cert. denied, 130 N.M. 558, 28 P.3d 1099 (2002).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-59 - Conversions and mergers; definitions.

As used in Sections 53-19-59 through 53-19-62.3 NMSA 1978:
A. "corporation" means an organization incorporated under the laws of New Mexico or a foreign corporation;
B. "general partner" means a partner in a partnership and a general partner in a limited partnership;
C. "limited partner" means a limited partner in a limited partnership;
D. "limited partnership" means a limited partnership created under the Uniform Limited Partnership Act [repealed], a predecessor law or comparable law of another jurisdiction;
E. "partner" includes a general partner and a limited partner;
F. "partnership" means a general partnership under the Uniform Partnership Act [54-1A-1202 NMSA 1978], a predecessor law or comparable law of another jurisdiction;
G. "partnership agreement" means an agreement among the partners concerning the partnership or limited partnership; and
H. "shareholder" means a shareholder in a corporation.
History:
1978 Comp., § 53-19-59, enacted by Laws 1995, ch. 213, § 7.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Laws 2007, ch. 129, § 1206 repealed the Uniform Limited Partnership Act, 54-2-1 to 54-2-63 NMSA 1978, effective January 1, 2009.
Laws 1996, ch. 53, § 1004 repealed 54-1-1 to 54-1-43 NMSA 1978 of the Uniform Partnership Act, effective July 1, 1997, and Laws 1997, ch. 76, § 23 repealed 54-1-44 to 54-1-46 and 54-1-48 NMSA 1978 of the Uniform Partnership Act, effective July 1, 1997.
Repeals and reenactments.
— Laws 1995, ch. 213, § 7 repealed 53-19-59 NMSA 1978, as enacted by Laws 1993, ch. 280, § 59, relating to merger or consolidation, and enacted a new section, effective June 16, 1995.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-61 - Conversions and mergers; effect of conversion.

A. A corporation, partnership, limited liability company or limited partnership that has been converted pursuant to Section 53-19-60 or 53-19-60.1 NMSA 1978 is for all purposes the same entity that existed before the conversion.
B. When a conversion takes effect:
(1) all property owned by the converting entity is vested in the converted entity;
(2) all debts, liabilities and other obligations of the converting entity continue as obligations of the converted entity;
(3) an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting entity are vested in the converted entity; and
(5) except as otherwise provided in the agreement of conversion under Subsection C of Section 53-19-60 NMSA 1978, all of the owners of the converting entity continue as owners of the converted entity.
History:
1978 Comp., § 53-19-61, enacted by Laws 1995, ch. 213, § 9; 2001, ch. 200, § 80.
ANNOTATIONS
Repeals and reenactments.
— Laws 1995, ch. 213, § 9 repealed 53-19-61 NMSA 1978, as enacted by Laws 1993, ch. 280, § 61, relating to articles of merger or consolidation, and enacted a new section, effective June 16, 1995.
The 2001 amendment,
effective July 1, 2001, inserted "corporation", "limited liability company" and "or 53-19-60.1" in Subsection A; in Subsection B, substituted "entity" for "partnership or limited partnership" and "converted entity" for "limited liability company" throughout the subsection, and substituted the first instance of "owners" for "partners" and the second instance for "members" in Paragraph (5).
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-62.3 - Conversion and mergers; non-exclusivity.

Sections 53-19-59 through 53-19-62.2 NMSA 1978 do not preclude an entity from being converted or merged under other law.
History:
1978 Comp., § 53-19-62.3, enacted by Laws 1995, ch. 213, § 13.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-64 - Execution by judicial act.

Any person who is adversely affected by the failure or refusal of any person to execute or file any articles or other document to be filed pursuant to the Limited Liability Company Act may petition the court in the county where the registered office of the limited liability company is located or, if no such address is on file with the commission [secretary of state], in Santa Fe county, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file such articles or other documents, it shall order the commission [secretary of state] to file the appropriate articles or other document.
History:
Laws 1993, ch. 280, § 64.
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 53-19-65 - Rules of construction.

A. It is the policy of the Limited Liability Company Act to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies.
B. Unless displaced by particular provisions of the Limited Liability Company Act, the principles of law and equity supplement that act, including such principles applicable to corporations and their owners.
C. Rules that statutes in derogation of the common law are to be strictly construed shall have no application to the Limited Liability Company Act.
D. The Limited Liability Company Act shall not be construed so as to impair the obligations of any contract existing when that act goes into effect nor affect any action or proceedings begun or rights accrued before that act takes effect.
History:
Laws 1993, ch. 280, § 65.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-66 - Powers of commission [secretary of state].

The commission [secretary of state] has the power and authority reasonably necessary to enable it to administer the Limited Liability Company Act efficiently and to perform the duties therein imposed upon it.
History:
Laws 1993, ch. 280, § 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.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-66.1 - Administrative revocation.

A limited liability company may be revoked by the commission [secretary of state] if:
A. the limited liability company has failed for a period of thirty days to appoint and maintain a registered agent as required by the Limited Liability Company Act; or
B. the limited liability company has failed for a period of thirty days, after change of its registered office or registered agent, to file in the office of the commission [secretary of state] a statement of the change as required by the Limited Liability Company Act.
History:
Laws 2001, ch. 200, § 74.
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.
Effective dates.
— Laws 2001, ch. 200, § 101 made Laws 2001, ch. 200, § 74 effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-66.2 - Reinstatement following administrative revocation.

A. A limited liability company administratively revoked pursuant to the Limited Liability Company Act may apply to the commission [secretary of state] for reinstatement within two years after the effective date of revocation. The application must:
(1) recite the name of the limited liability company and the effective date of its administrative revocation;
(2) state that the ground or grounds for revocation either did not exist or have been eliminated; and
(3) state that the limited liability company's name satisfies the requirements of Section 53-19-3 NMSA 1978.
B. If the commission [secretary of state] determines that the application contains the information required by Subsection A of this section and that the information is correct, it shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites its determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the limited liability company.
C. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the limited liability company resumes carrying on its business as if the administrative revocation had never occurred.
History:
Laws 2001, ch. 200, § 75.
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.
Effective dates.
— Laws 2001, ch. 200, § 101 made Laws 2001, ch. 200, § 75 effective July 1, 2001.
2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-67 - Appeal from commission [secretary of state].

If the commission [secretary of state] fails to approve any articles of organization, articles of amendment, articles of merger or consolidation or articles of dissolution or any other document required or permitted by the Limited Liability Company 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 delivering the same, specifying the reasons therefor. From the disapproval, the person may appeal to the district court pursuant to the provisions of Section 39-3-1.1 NMSA 1978.
History:
Laws 1993, ch. 280, § 67; 1998, ch. 55, § 50; 1999, ch. 265, § 53.
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.
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 the last sentence.
The 1998 amendment,
effective September 1, 1998, rewrote this section to the extent that a detailed comparison is impracticable.