2020 New Mexico Statutes
Chapter 53 - Corporations
Article 11 - Business Corporations; Substantive Provisions
Section 53-11-26 - Shareholders' preemptive rights.

Except to the extent limited or denied by this section or by the articles of incorporation, shareholders shall have a preemptive right to acquire authorized but unissued shares, or securities convertible into such shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation:

A. holders of shares of any class that is preferred or limited as to dividends or assets shall not be entitled to any preemptive right;

B. holders of shares of common stock shall not be entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock;

C. holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power; and

D. the preemptive right shall be only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.

History: 1953 Comp., § 51-24-25, enacted by Laws 1975, ch. 64, § 12; 1983, ch. 304, § 35.

Compiler's notes. — This section is derived in part from Section 26 of ABA Model Business Corporation Act.

The 1983 amendment, effective June 17, 1983, substituted "authorized but unissued" for "unissued or treasury" preceding "shares" in the first sentence of the introductory language.

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

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 525 to 539.

18 C.J.S. Corporations § 133.