2023 New Mexico Statutes › Chapter 53 - Corporations › Article 13 - Business Corporations; Amendment of Articles of Incorporation › Section 53-13-7 - Restated articles of incorporation.

A. A domestic corporation may at any time restate its articles of incorporation, as amended, by a resolution adopted by the board of directors.
B. Upon the adoption of such resolution, restated articles of incorporation shall be executed by the corporation by an authorized officer and shall set forth all of the operative provisions of the articles of incorporation as amended together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as amended and that the restated articles of incorporation supersede the original articles of incorporation and all previous amendments.
C. The original of the restated articles of incorporation 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 restated articles of incorporation conform to law, it shall, when all fees have been paid:
(1) endorse on the original and a copy the word "filed" and the month, day and year of the filing;
(2) file the original in its office; and
(3) issue a restated certificate of incorporation to which it shall affix the file-stamped copy.
D. The restated certificate of incorporation, together with the file-stamped copy of the restated articles of incorporation affixed to it shall be returned by the commission [secretary of state] to the corporation or its representative. Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the restated articles of incorporation to the commission [secretary of state], the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all previous amendments.
History:
1953 Comp., § 51-26-7, enacted by Laws 1975, ch. 64, § 32; 1983, ch. 304, § 51; 2001, ch. 200, § 54.
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 in part from Section 64 of the ABA Model Business Corporation Act.
The 2001 amendment,
effective July 1, 2001, deleted the provision that the articles of incorporation 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; in Subsection B, 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", and inserted "previous" preceding "amendments" at the end of Subsections B and D.
The 1983 amendment,
effective June 17, 1983, deleted "and franchise taxes" following "fees" near the end of the last sentence of the introductory language of Subsection C and substituted "Unless the commission . . . to the commission," for "Upon the issuance of the restated certificate of incorporation by the commission," at the beginning of the last sentence of Subsection D.
Law reviews.
— For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).