2013 New Mexico Statutes
Chapter 53 - Corporations
Article 11 - Business Corporations; Substantive Provisions
Section 53-11-5 - Power of corporation to acquire its own shares. (2001)
53-11-5. Power of corporation to acquire its own shares. (2001)
A. As used in this section, "treasury shares" means shares of a corporation issued and subsequently acquired by the corporation but that have not been restored to the status of unissued shares.
B. A corporation has the power to purchase, redeem, receive, take or otherwise acquire, own and hold, sell, lend, exchange, transfer or otherwise dispose of and to pledge, use and otherwise deal in and with its own shares.
C. Treasury shares do not carry voting rights or participate in distributions, may not be counted as outstanding shares for any purpose and may not be counted as assets of the corporation for the purpose of computing the amount available for distributions. Unless the articles of incorporation provide otherwise, treasury shares may be retired and restored to the status of authorized and unissued shares without an amendment to the articles of incorporation or may be disposed of for such consideration as the board of directors may determine.
D. This section does not limit the right of a corporation to vote its shares held by it in a fiduciary capacity.
E. If the articles of incorporation provide that treasury shares that are retired shall not be reissued, the authorized shares shall be reduced by the number of treasury shares retired.
F. If the number of authorized shares is reduced by a retirement of treasury shares, the corporation shall, on or before the time for filing its next corporate report under the Corporate Reports Act [Chapter 53, Article 5 NMSA 1978] with the commission [secretary of state], file a statement of reduction showing the reduction in the authorized shares. The statement of reduction shall be executed by the corporation by an officer of the corporation and shall set forth:
(1) the name of the corporation;
(2) the number of authorized shares reduced, itemized by classes and series; and
(3) the aggregate number of authorized shares, itemized by classes and series, after giving effect to such reduction.
History: 1953 Comp., § 51-24-5, enacted by Laws 1967, ch. 81, § 5; 1983, ch. 304, § 24; 2001, ch. 200, § 42.
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