2019 New Mexico Statutes
Chapter 53 - Corporations
Article 14 - Business Corporations; Mergers and Consolidations
Section 53-14-6 - Effect of merger, consolidation or exchange.
Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, a merger, consolidation or exchange shall become effective upon delivery of the articles of merger, consolidation or exchange to the commission [secretary of state] or on such later date, not more than thirty days subsequent to the delivery thereof to the commission [secretary of state], as shall be provided for in the plan. When a merger or consolidation has become effective:
A. the several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation;
B. the separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease;
C. the surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the Business Corporation Act;
D. the surviving or new corporation shall thereupon possess all the rights, privileges, immunities and franchises of a public or private nature of each of the merging or consolidating corporations; and all property, real, personal and mixed and all debts due on whatever account, including subscriptions to shares, and all other choses in action and every other interest of, or belonging to, or due to, each of the corporations so merged or consolidated shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed, and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of the merger or consolidation;
E. the surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated, and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by the merger or consolidation;
F. in the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger, and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under the Business Corporation Act shall be deemed to be the original articles of incorporation of the new corporation; and
G. when a merger, consolidation or exchange has become effective, the shares of the corporation or corporations party to the plan that are, under the terms of the plan, to be converted or exchanged shall cease to exist, in the case of a merger or consolidation, or be deemed to be exchanged, in the case of an exchange, and the holders of such shares shall thereafter be entitled only to the shares, obligations, other securities, cash or other property into which they shall have been converted or for which they shall have been exchanged, in accordance with the plan, subject to any rights under Section 53-14-4 NMSA 1978.
History: 1953 Comp., § 51-27-6, enacted by Laws 1967, ch. 81, § 73; 1983, ch. 304, § 57.ANNOTATIONS
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 76 of the ABA Model Business Corporation Act.
The 1983 amendment, effective June 17, 1983, rewrote the first sentence of the introductory language, substituted "a" for "the" and substituted "become effective" for "been effected" in the last sentence of the introductory language, and added Subsection G, and made other minor changes.
Liability after merger. — Although the liability of the merged corporation would be the liability of the new corporation under Subsection E, this section does not impose the liability of one of the old corporations upon the other old corporation. Sierra Blanca Sales Co. v. Newco Indus., Inc., 1972-NMCA-153, 84 N.M. 524, 505 P.2d 867, cert. denied, 84 N.M. 512, 505 P.2d 855.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2624 to 2638.
Liability of corporation for debts of predecessor, 15 A.L.R. 1112, 30 A.L.R. 558, 39 A.L.R. 143, 40 A.L.R. 273, 149 A.L.R. 787.
Power to require nonassenting creditors or bondholders to accept securities of, or shares in, new or reorganized corporation, 28 A.L.R. 1196, 88 A.L.R. 1238.
Merger of corporations as justification for termination of contract of employment, 34 A.L.R. 817, 47 A.L.R. 258, 59 A.L.R. 294.
Liability on stock subscription as affected by reorganization, consolidation, or merger of corporation, 45 A.L.R. 1031, 89 A.L.R. 770, 154 A.L.R. 427.
Changes in corporate organization as affecting status as trustee, administrator, or guardian, 61 A.L.R. 994, 131 A.L.R. 753.
Successor products liability: form of business organization of successor or predecessor as affecting successor liability, 32 A.L.R.4th 196.
Fidelity bond termination clause on taking over of insured by another business entity: Construction and effect, 44 A.L.R.4th 1195.
Liability of successor corporation for punitive damages for injury caused by predecessor's product, 55 A.L.R.4th 166.
Liability of successor corporation for injury or damage caused by product issued by predecessor, based on merger or consolidation of transferor and transferee, 109 A.L.R.5th 301.
Liability of parent or successor corporation, or corporate shareholders, in action pursuant to Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) (42 USCS §§ 9601-9675), 121 A.L.R. Fed. 173.