2020 New Mexico Statutes
Chapter 53 - Corporations
Article 17 - Business Corporations; Foreign Corporations
Section 53-17-5 - Application for certificate of authority.

Universal Citation: NM Stat § 53-17-5 (2020)

A. A foreign corporation, in order to procure a certificate of authority to transact business in this state, shall make application to the commission [secretary of state], which application shall set forth:

(1) the name of the corporation and the state or country under the laws of which it is incorporated;

(2) if the name of the corporation does not contain the word "corporation", "company", "incorporated" or "limited" or does not contain an abbreviation of one of these words, the name of the corporation with the word or abbreviation that it elects to add thereto for use in this state;

(3) the date of incorporation and the period of duration of the corporation;

(4) the address of the registered office of the corporation in the state or country under the laws of which it is incorporated and the address of the principal office of the corporation, if different;

(5) the address of the proposed registered office of the corporation in this state and the name of its proposed registered agent in this state at such address;

(6) the purpose of the corporation that it proposes to pursue in the transaction of business in this state;

(7) the names and respective addresses of the directors and officers of the corporation who have consented to serve;

(8) a statement of the aggregate number of shares that the corporation has authority to issue, itemized by classes and by series, if any, within a class;

(9) a statement of the aggregate number of issued shares, itemized by class and by series, if any, within each class;

(10) an estimate expressed in dollars of:

(a) the gross amount of business that will be transacted by it during its current fiscal year at or from places of business located in the state;

(b) the gross amount of business that will be transacted by it during its current fiscal year, wherever transacted;

(c) the value of all property to be owned by it and located in the state during its current fiscal year; and

(d) the value of all property to be owned by it during its current fiscal year, wherever located; and

(11) additional information necessary or appropriate in order to enable the commission [secretary of state] to determine whether the corporation is entitled to a certificate of authority to transact business in this state and to determine and assess the fees payable.

B. The application shall be made on forms prescribed by the commission [secretary of state] or on forms containing substantially the same information as forms prescribed by the commission [secretary of state] and shall be executed by the corporation by an authorized officer of the corporation.

History: 1953 Comp., § 51-30-5, enacted by Laws 1967, ch. 81, § 107; 1975, ch. 65, § 2; 1977, ch. 103, § 13; 1983, ch. 304, § 64; 1991, ch. 170, § 9; 1993, ch. 318, § 4; 2001, ch. 200, § 66; 2003, ch. 318, § 42.

ANNOTATIONS

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 110 of the ABA Model Business Corporation Act.

The 2003 amendment, effective July 1, 2003, deleted "and franchise taxes" near the end of Paragraph A(11); in Subsection B, inserted "or on forms containing substantially the same information as forms prescribed by the commission" following "by the commission", and inserted "of the corporation" at the end.

The 2001 amendment, effective July 1, 2001, in Subsection A, substituted "registered office" for "principal office", and inserted "if different" in Paragraph (4); substituted "during its current fiscal year" for "during such year" in Paragraphs (10)(b), (c) and (d); and substituted "an authorized officer" for "its president or vice president and by its secretary or an assistant secretary and verified by one of the officers signing the application".

The 1993 amendment, effective June 18, 1993, substituted "who have consented to serve" for "and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" in Subsection A(7) and deleted "state corporation" before "commission" in Subsection B.

The 1991 amendment, effective January 1, 1992, in Subsection A, added "and include a statement that an affidavit signed by each director stating that he consents to being a director is on file with the corporation" at the end of Paragraph (7) and inserted "state corporation" preceding "commission" in Subsection B.

National bank authorized ancillary administrator. — National bank domiciled in another state can act as ancillary administrator without further authorization and, after acquiring a permit under 12 U.S.C. § 248(k), can perform the duties of trustee in the state without obtaining a certificate of authorization to do business in the state from the state corporation commission (now secretary of state). 1953 Op. Att'y Gen. No. 53-5881 (rendered under former law).

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