2023 New Mexico Statutes › Chapter 53 - Corporations › Article 19 - Limited Liability Companies › Section 53-19-62.1 - Conversion and mergers; articles of merger.

A. After approval of the plan of merger under Subsection C of Section 53-19-62 NMSA 1978, unless the merger is abandoned under Subsection D of Section 53-19-62 NMSA 1978, articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to the commission [secretary of state] for filing. The articles must set forth:
(1) the name and jurisdiction of formation or organization of each of the limited liability companies and other entities that are parties to the merger;
(2) for each limited liability company that is to merge, the date its articles of organization were filed with the commission [secretary of state];
(3) that a plan of merger has been approved and signed by each limited liability company and other entity that is to merge;
(4) the name and address of the surviving limited liability company or other surviving entity;
(5) the effective date of the merger;
(6) if a limited liability company is the surviving entity, such changes in its articles of organization as are necessary by reason of the merger;
(7) if a party to a merger is a foreign limited liability company, the jurisdiction and date of filing of its initial articles of organization and the date when its application for authority was filed with the commission [secretary of state] or, if an application has not been filed, a statement to that effect; and
(8) if the surviving entity is not a limited liability company, an agreement that the surviving entity may be served with process in this state in any action or proceeding for the enforcement of any liability or obligation of any limited liability company previously subject to suit in this state that is to merge, and for the enforcement, as provided in the Limited Liability Company Act, of the right of members of any limited liability company to receive payment for their interest against the surviving entity.
B. If a foreign limited liability company is the surviving entity of a merger, it may not do business in this state until an application for that authority is filed with the commission [secretary of state].
C. The surviving limited liability company or other entity shall furnish a copy of the plan of merger, on request and without cost, to any member of any limited liability company or any person holding an interest in any other entity that is to merge.
D. Articles of merger operate as an amendment to the limited liability company's articles of organization.
History:
1978 Comp., § 53-19-62.1, enacted by Laws 1995, ch. 213, § 11.
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.