2020 New Mexico Statutes
Chapter 53 - Corporations
Article 11 - Business Corporations; Substantive Provisions
Section 53-11-2 - Definitions.

As used in the Business Corporation Act [Chapter 53, Articles 11 to 18 NMSA 1978], unless the text otherwise requires:

A. "corporation" or "domestic corporation" means a corporation for profit subject to the provisions of the Business Corporation Act, except a foreign corporation;

B. "foreign corporation" means a corporation for profit organized under laws other than the laws of this state for a purpose for which a corporation may be organized under the Business Corporation Act;

C. "articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger;

D. "shares" means the units into which the proprietary interests in a corporation are divided;

E. "subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation;

F. "shareholder" means one who is a holder of record of shares in a corporation;

G. "authorized shares" means the shares of all classes which the corporation is authorized to issue;

H. "annual report" means the corporate report required by the Corporate Reports Act [Chapter 53, Article 5 NMSA 1978];

I. "distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness, by a corporation to or for the benefit of any of its shareholders in respect of any of its shares, whether by dividend or by purchase redemption or other acquisition of its shares, or otherwise;

J. "franchise tax" means the franchise tax imposed by the Corporate Income and Franchise Tax Act [Chapter 7, Article 2A NMSA 1978];

K. "fees" means the fees imposed by Section 53-2-1 NMSA 1978;

L. "commission" means the public regulation commission [secretary of state] or its delegate;

M. "address" means:

(1) the mailing address and the street address, if within a municipality; or

(2) the mailing address and a rural route number and box number, if any, or the geographical location, using well-known landmarks, if outside a municipality; and

N. "delivery" means:

(1) if personally served, the date on which the documentation is received by the corporations bureau of the commission; and

(2) if mailed, the date of the postmark plus three days, upon proof thereof by the party delivering the documentation.

History: 1953 Comp., § 51-24-2, enacted by Laws 1967, ch. 81, § 2; 1975, ch. 64, § 1; 1977, ch. 103, § 10; 1983, ch. 304, § 21; 1989, ch. 385, § 1; 1998, ch. 108, § 28; 2001, ch. 200, § 41.

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 2 of the ABA Model Business Corporation Act.

The 2001 amendment, effective July 1, 2001, deleted Subsection N, which defined "duplicate original" and Subsection P, which defined "person", and redesignated former Subsection O as Subsection N.

The 1998 amendment, effective January 1, 1999, deleted "or purposes" preceding "for which a corporation" near the middle of Subsection B; in Subsection J inserted "Corporate Income and"; substituted "public regulation" for "state corporation" near the end of Subsection L; substituted "that" for "which" in Subsection N; and substituted "corporations bureau of the commission" for "commission's corporation department" near the end of Paragraph O(1).

The 1989 amendment, effective June 16, 1989, substituted the present provisions of Subsection M for "address means a recitation of the mailing address or post office box number and the street address, if within a municipality, or a description of the geographical location, if outside a municipality"; and added Subsection P.

The 1983 amendment, effective June 17, 1983, redesignated former Subsections O to T as present Subsections H and J to N, respectively, added present Subsections I and O, deleted former Subsections H to N, which concerned the terms "treasury shares," "net assets," "stated capital," "surplus," "earned surplus," "capital surplus," and "insolvent", substituted "corporate" for "annual" in Subsection H, substituted "the Franchise Tax Act" for "Article 3 of Chapter 53 NMSA 1978" at the end of Subsection J, added "or its delegate" at the end of Subsection L, and deleted "and" at the end of Subsection M.

Change of legal domicile only. — Where the corporation name, its principal address, the nature of the business conducted, the assets and the shareholders will remain the same and the only change is one of legal domicile, the new corporation will not be required to apply for certificates of title to the vehicles and will not have to pay the one percent excise tax. 1957 Op. Att'y Gen. No. 57-05 (rendered under former law).

Foreign Massachusetts or business trust not required to procure certificate of authority as a foreign corporation before transacting business in the state. 1970 Op. Att'y Gen. No. 70-104.

Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).