2020 New Mexico Statutes
Chapter 53 - Corporations
Article 16 - Business Corporations; Dissolution of Corporations
Section 53-16-24 - Survival of remedy after dissolution.
The dissolution of a corporation does not take away or impair any remedy available to or against the corporation, its directors, officers or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution and any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors and officers may take such corporate or other action as appropriate to protect the remedy, right or claim.
History: 1953 Comp., § 51-29-24, enacted by Laws 1967, ch. 81, § 102.
ANNOTATIONSCompiler's notes. — This section is derived from Section 104 of the ABA Model Business Corporation Act.
Incorporating state's law controls. — Even though New Mexico has not specifically decided whether a corporate survival statute is procedural or substantive, New Mexico supreme court rule and New Mexico statutes indicate that the law of the state of incorporation applies. Smith v. Halliburton Co., 1994-NMCA-055, 118 N.M. 179, 879 P.2d 1198.
Where corporate lessor covenanted to repay lessee for improvements on leased premises if lessee vacated premises, and lessor conveyed premises to stockholders who owned all but one share of stock, there was sufficient privity between parties to contract for repayment of improvements to bind stockholders and make them liable for repayment when lessee vacated premises. Heyde v. State Sec., Inc., 1958-NMSC-009, 63 N.M. 395, 320 P.2d 747(decided under former law).
Survival statute does not contain a limitation period for filing suit against a dissolved corporation. — In a foreclosure action, where defendant mortgagor (mortgagor), a business corporation, executed a promissory note made payable to plaintiff trust (trust) and executed a mortgage on a parcel of land mortgagor owned in favor of the trust to secure the note, and where approximately one month after mortgagor executed the note and mortgage, the office of the public regulation commission cancelled mortgagor's certificate of incorporation for failure to file the required corporate reports, and where mortgagor failed to pay off the balance of the note before it matured and failed to pay the property taxes on the property resulting in the attachment of a tax lien, and where the New Mexico department of taxation and revenue sold the property at a public auction to defendant Landau, and where the trust filed a foreclosure action seeking to collect the remaining balance of the note and to foreclose on the mortgage, and where defendant Landau claimed that the trust could not foreclose on the mortgage because mortgagor's corporate status was cancelled almost ten years prior to the suit and thus the survival period to bring suit against the corporation had expired, the district court did not err in concluding that the trust was not barred from suing mortgagor for foreclosure because New Mexico's survival statute for business corporations does not contain an express time limit for filing suit against a dissolved corporation. Reynolds Revocable Trust Agreement v. Landau, 2020-NMCA-036.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2838 to 2846.
Availability of and time for bringing action against former director, officer, or stockholder in dissolved corporation for personal injuries incurred after final dissolution, 20 A.L.R.4th 414.
Liability of dissolved corporation or corporation that forfeited charter in action pursuant to Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA)(42 USCS §§ 9601-9675), 123 A.L.R. Fed. 461.
19 C.J.S. Corporations §§ 861 to 882.
