2019 New Mexico Statutes
Chapter 53 - Corporations
Article 19 - Limited Liability Companies
Section 53-19-61 - Conversions and mergers; effect of conversion.

A. A corporation, partnership, limited liability company or limited partnership that has been converted pursuant to Section 53-19-60 or 53-19-60.1 NMSA 1978 is for all purposes the same entity that existed before the conversion.

B. When a conversion takes effect:

(1) all property owned by the converting entity is vested in the converted entity;

(2) all debts, liabilities and other obligations of the converting entity continue as obligations of the converted entity;

(3) an action or proceeding pending by or against the converting entity may be continued as if the conversion had not occurred;

(4) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting entity are vested in the converted entity; and

(5) except as otherwise provided in the agreement of conversion under Subsection C of Section 53-19-60 NMSA 1978, all of the owners of the converting entity continue as owners of the converted entity.

History: 1978 Comp., § 53-19-61, enacted by Laws 1995, ch. 213, § 9; 2001, ch. 200, § 80.

Repeals and reenactments. — Laws 1995, ch. 213, § 9 repealed 53-19-61 NMSA 1978, as enacted by Laws 1993, ch. 280, § 61, relating to articles of merger or consolidation, and enacted a new section, effective June 16, 1995.

The 2001 amendment, effective July 1, 2001, inserted "corporation", "limited liability company" and "or 53-19-60.1" in Subsection A; in Subsection B, substituted "entity" for "partnership or limited partnership" and "converted entity" for "limited liability company" throughout the subsection, and substituted the first instance of "owners" for "partners" and the second instance for "members" in Paragraph (5).