2020 New Mexico Statutes
Chapter 53 - Corporations
Article 16 - Business Corporations; Dissolution of Corporations
Section 53-16-17 - Procedure in liquidation of corporation by court.

A. In proceedings to liquidate the assets and business of a corporation, the court may issue injunctions, appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and take other proceedings necessary to preserve the corporate assets wherever situated, and carry on the business of the corporation until a full hearing can be had.

B. After a hearing upon notice as the court may direct to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a liquidating receiver or receivers with authority to collect the assets of the corporation, including all amounts owing to the corporation by subscribers on account of any unpaid portion of the consideration for the issuance of shares. The liquidating receiver or receivers may, subject to the order of the court, sell, convey and dispose of all or any part of the assets of the corporation wherever situated, either at public or private sale. The assets of the corporation or the proceeds resulting from a sale, conveyance or other disposition thereof shall be applied to the expenses of the liquidation and then to the payment of reasonable wages to employees of the corporation for work done within four months of the liquidation proceedings, and then to the payment of the liabilities and obligations of the corporation, and any remaining assets or proceeds shall be distributed among its shareholders according to their respective rights and interests. The order appointing the liquidating receiver or receivers shall state their powers and duties. The powers and duties may be increased or diminished at any time during the proceedings.

C. The court may allow, from time to time, as expenses of the liquidation, compensation to the receiver or receivers and to attorneys in the proceeding, and to direct the payment thereof out of the assets of the corporation or the proceeds of any sale or disposition of the assets.

D. A receiver of a corporation appointed under the provisions of this section may sue and defend in all courts in his own name as receiver of the corporation. The court appointing the receiver has exclusive jurisdiction of the corporation and its property, wherever situated.

History: 1953 Comp., § 51-29-17, enacted by Laws 1967, ch. 81, § 95; 1975, ch. 64, § 38.

Compiler's notes. — This section is derived from Section 98 of the ABA Model Business Corporation Act.

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

Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2847 to 2861.

Director's power to sell property of insolvent corporation without consent of stockholders, 5 A.L.R. 932, 60 A.L.R. 1210.

Right of corporation to preferred creditors, 19 A.L.R. 320, 38 A.L.R. 90, 48 A.L.R. 479, 56 A.L.R. 207, 62 A.L.R. 738.

Validity as against creditors of obligation given by corporation for officer's or stockholder's personal debt, 47 A.L.R. 78.

Dissolution of corporation or expiration or forfeiture of its charter as affecting power to sue, 47 A.L.R. 1380, 97 A.L.R. 477.

Right of holders of preferred stock to have receiver appointed, 50 A.L.R. 261.

Dividends, duty and remedy as regards deferring payments of, while there are undetermined claims or preferences, 88 A.L.R. 1301.

Disposition of rights of missing stockholders in corporation, 101 A.L.R. 670.

Appointment of receiver after dissolution or expiration of charter of corporation, 109 A.L.R. 1526.

Right of creditors or their representatives to complain of voluntary transfer or pledge of corporate assets by corporation which subsequently becomes insolvent, 117 A.L.R. 1263.

Preference over other creditors based on claim for insurance premiums advanced on policies issued insured, 8 A.L.R.2d 349.

Validity of security for contemporaneous loan to corporation by officer, director, or stockholder, 31 A.L.R.2d 663.

Liability of corporate custodian for negligence in dealing with affairs or assets of corporation, 74 A.L.R.4th 770.

19 C.J.S. Corporations §§ 835 to 851.