2018 New Mexico Statutes
Chapter 53 - Corporations
Article 12 - Business Corporations; Formation of Corporations
Section 53-12-4 - Effect of incorporation.

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the articles of incorporation to the commission [secretary of state], the corporate existence shall begin, and the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under the Business Corporation Act, except as against this state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary dissolution of the corporation.

History: 1953 Comp., § 51-25-4, enacted by Laws 1967, ch. 81, § 52; 1983, ch. 304, § 44.

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 from Section 56 of the ABA Model Business Corporation Act.

Cross references. — For definition of "commission," see 53-11-2L NMSA 1978.

The 1983 amendment, effective June 17, 1983, deleted "issuance of certificate of" preceding "incorporation" in the catchline and substituted "Unless the commission . . . to the commission," for "Upon the issuance of the certificate of incorporation," at the beginning of the section.

Statutory conditions to be met after incorporation are conditions subsequent. — Statutory conditions to the right to engage in business, to be performed after the corporation has been formed, are conditions subsequent, and while noncompliance therewith may give the state a right to proceed to forfeit the franchise, such noncompliance in the absence of such proceeding does not in anywise affect the legal existence of the corporation. Scott Graphics, Inc. v. Mahaney, 1976-NMCA-038, 89 N.M. 208, 549 P.2d 623, cert. denied, 89 N.M. 322, 551 P.2d 1369.

Law reviews. — Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations § 67.

18 C.J.S. Corporations §§ 45 to 61.