2021 New Mexico Statutes
Chapter 53 - Corporations
Article 12 - Business Corporations; Formation of Corporations
Section 53-12-3 - Filing of articles of incorporation.
A. An original of the articles of incorporation together with a copy, which may be signed, photocopied or conformed, and a statement executed by the designated registered agent acknowledging acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or a statement executed by an authorized officer of a corporation that is the designated registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles of incorporation and the statement conform to law, it shall, when all fees have been paid:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing thereof;
(2) file the original and the statement in its office; and
(3) issue a certificate of incorporation to which it shall affix the file-stamped copy.
B. The certificate of incorporation, together with the file-stamped copy of the articles of incorporation affixed to it, shall be returned by the commission [secretary of state] to the incorporators or their representative.
History: 1953 Comp., § 51-25-3, enacted by Laws 1967, ch. 81, § 51; 1977, ch. 103, § 12; 2001, ch. 200, § 51; 2003, ch. 318, § 36.
ANNOTATIONSBracketed 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 55 of the ABA Model Business Corporation Act.
The 2003 amendment, effective July 1, 2003, in Subsection A, deleted "and franchise taxes" following "when all fees".
The 2001 amendment, effective July 1, 2001, substituted "statement" for "affidavit" throughout the section; in Subsection A, substituted "An original of the articles of incorporation together with a copy, which may be signed, photocopied or conformed" for "Duplicate originals of the articles of incorporation", substituted "an authorized officer" for "the president or vice president" substituted "the original and copy" for "each of the duplicate originals" in Paragraph (1), substituted "file the original" for "file one of the duplicate originals" in Paragraph (2), substituted "file-stamped copy" for "other duplicate original" in Paragraph (3); and in Subsection B, substituted "file-stamped copy" for "duplicate original".
No requirement to file with county clerks. — No requirement exists in this provision for filing or recording articles of incorporation, or amendments, with the county clerks. 1968 Op. Att'y Gen. No. 68-108.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 208 to 213.
18 C.J.S. Corporations § 39.
