US Laws, Codes, Statutes & Cases

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. If the commission 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 to the corporation or its representative. Unless the commission disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the restated articles of incorporation to the commission, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all previous amendments.