2020 New Mexico Statutes
Chapter 53 - Corporations
Article 11 - Business Corporations; Substantive Provisions
Section 53-11-16 - Issuance of shares of preferred or special classes in series.
A. If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Any or all of the series of any such class and the variations in the relative rights and preferences as between different series may be fixed and determined by the articles of incorporation, but all shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:
(1) the rate of dividend;
(2) whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(3) the amount payable upon shares in event of voluntary and involuntary liquidation;
(4) sinking fund provisions, if any, for the redemption or purchase of shares;
(5) the terms and conditions, if any, on which shares may be converted; and
(6) voting rights, if any.
B. If the articles of incorporation expressly vest authority in the board of directors, then to the extent that the articles of incorporation have not established series and fixed and determined the variations in the relative rights and preferences as between series, the board of directors may divide any or all of such classes into series and, within the limitations set forth in this section and in the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series so established.
C. In order for the board of directors to establish a series, where authority to do so is contained in the articles of incorporation, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the relative rights and preferences thereof, or so much thereof as are not fixed and determined by the articles of incorporation.
D. Prior to the issue of any shares of a series established by resolution adopted by the board of directors, the corporation shall file in the office of the commission [secretary of state] a statement setting forth:
(1) the name of the corporation;
(2) a copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof;
(3) the date of adoption of the resolution; and
(4) that the resolution was duly adopted by the board of directors.
E. An original of the statement and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, shall be executed by an authorized officer of the corporation and shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the statement conforms to law, it shall, when all fees have been paid:
(1) endorse on the original and copy the word "filed", and the month, day and year of the filing thereof;
(2) file the original in its office; and
(3) return the copy to the corporation or its representative.
F. Upon the filing of such statement by the commission [secretary of state], the resolution establishing and designating the series and fixing and determining the relative rights and preferences thereof shall become effective and constitute an amendment of the articles of incorporation.
History: 1953 Comp., § 51-24-15, enacted by Laws 1967, ch. 81, § 15; 1975, ch. 64, § 6; 1983, ch. 304, § 28; 2003, ch. 318, § 32.
ANNOTATIONSBracketed 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 16 of the ABA Model Business Corporation Act.
The 2003 amendment, effective July 1, 2003, rewrote Subsection E; substituted "the original and copy" for "each of the duplicate originals" in Paragraph E(1); substituted "the original" for "one of the duplicate originals" in Paragraph E(2); substituted "copy" for "other duplicate original" in Paragraph E(3).
The 1983 amendment, effective June 17, 1983, deleted "franchise taxes and" preceding "fees" in the last sentence of the introductory language of Subsection E.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M.L. Rev. 57 (1975).
