US Laws, Codes, Statutes & Cases

53-14-4. Articles of merger, consolidation or exchange.

A.     Upon receiving the approvals required by Sections 53-14-1, 53-14-2 and 53-14-3 NMSA 1978, articles of merger or articles of consolidation shall be executed by each corporation by an authorized officer and shall set forth:   

(1)     the plan of merger or the plan of consolidation;   

(2)     as to each corporation, either:   

(a)     the number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class; or   

(b)     a statement that the vote of shareholders is not required by virtue of Subsection D of Section 53-14-3 NMSA 1978;   

(3)     as to each corporation the approval of whose shareholders is required, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the plan, respectively; and   

(4)     as to the acquiring corporation in a plan of exchange, a statement that the adoption plan and performance of its terms were duly approved by its board of directors and such other requisite corporate action, if any, as may be required of it.   

B.     The original of the articles of merger, consolidation or exchange together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the articles conform to law, 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 merger, consolidation or exchange to which it shall affix the file-stamped copy.   

C.     The certificate of merger, consolidation or exchange, together with the file-stamped copy of the articles affixed to it shall be returned by the commission to the surviving, new or acquiring corporation or its representative.