2021 New Mexico Statutes
Chapter 53 - Corporations
Article 14 - Business Corporations; Mergers and Consolidations
Section 53-14-4 - Articles of merger, consolidation or exchange.
A. Upon receiving the approvals required by Sections 53-14-1, 53-14-2 and 53-14-3 NMSA 1978, articles of merger or articles of consolidation shall be executed by each corporation by an authorized officer and shall set forth:
(1) the plan of merger or the plan of consolidation;
(2) as to each corporation, either:
(a) the number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class; or
(b) a statement that the vote of shareholders is not required by virtue of Subsection D of Section 53-14-3 NMSA 1978;
(3) as to each corporation the approval of whose shareholders is required, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the plan, respectively; and
(4) as to the acquiring corporation in a plan of exchange, a statement that the adoption plan and performance of its terms were duly approved by its board of directors and such other requisite corporate action, if any, as may be required of it.
B. The original of the articles of merger, consolidation or exchange together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles 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;
(2) file the original in its office; and
(3) issue a certificate of merger, consolidation or exchange to which it shall affix the file-stamped copy.
C. The certificate of merger, consolidation or exchange, together with the file-stamped copy of the articles affixed to it shall be returned by the commission [secretary of state] to the surviving, new or acquiring corporation or its representative.
History: 1953 Comp., § 51-27-4, enacted by Laws 1967, ch. 81, § 71; 1983, ch. 304, § 55; 2001, ch. 200, § 56.
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 74 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, deleted the provision that the articles of merger or articles of consolidation be executed in duplicate and changed the provisions of the section so that instead of explaining the procedures for processing duplicates, it explains procedures for processing the original and a copy of the original; and in Subsection A, substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles".
The 1983 amendment, effective June 17, 1983, inserted "or exchange" following "consolidation" in the catchline, in the first sentence of the introductory language of Subsection B, in Paragraph (3) of Subsection B, and in Subsection C; substituted "Upon receiving . . . NMSA 1978" for "Upon approval" at the beginning of the introductory language of Subsection A, inserted "the plan" preceding "of consolidation" in Paragraph (1) of Subsection A, designated former Paragraph (2) of Subsection A as present Subparagraph (a) of Paragraph (2) and the introductory language of Paragraph (2), adding "either" to the end of the introductory language, added Subparagraph (b) of Paragraph (2) of Subsection A, inserted "the approval of whose shareholders is required" in Paragraph (3) of Subsection A, added Paragraph (4) of Subsection A, deleted "and franchise taxes" following "fees" in the last sentence of the introductory language of Subsection B, deleted "of merger or consolidation" preceding "affixed" near the middle of Subsection C, and inserted "or acquiring" near the end of Subsection C, and made other minor changes.
