2018 New Mexico Statutes
Chapter 53 - Corporations
Article 16 - Business Corporations; Dissolution of Corporations
Section 53-16-11 - Articles of dissolution.
If voluntary dissolution proceedings have not been revoked, then, when all debts, liabilities and obligations of the corporation have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be executed by the corporation by an authorized officer, which statement shall set forth:
A. the name of the corporation;
B. that the commission [secretary of state] has previously filed a statement of intent to dissolve the corporation and the date on which the statement was filed;
C. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
D. that all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests; and
E. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit.
History: 1953 Comp., § 51-29-11, enacted by Laws 1967, ch. 81, § 89; 2001, ch. 200, § 64.
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 92 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, deleted the provision that articles of dissolution be executed in duplicate and 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".
Pending lawsuit. — Nothing in the New Mexico Business Corporation Act suggests that the legislature intended that final claims have priority over contingent claims. Smith v. Cox, 1992-NMSC-029, 113 N.M. 682, 831 P.2d 981.
