2021 New Mexico Statutes
Chapter 53 - Corporations
Article 19 - Limited Liability Companies
Section 53-19-39 - Dissolution.

Universal Citation: NM Stat § 53-19-39 (2021)

A. A limited liability company is dissolved upon the happening of any of the following events:

(1) an event specified in the articles of organization or an operating agreement;

(2) except as otherwise provided in the articles of organization or an operating agreement, upon the written consent of members having a majority share of the voting power of all members; or

(3) entry of a decree of judicial dissolution pursuant to Section 53-19-40 NMSA 1978.

B. On the dissolution of the limited liability company, the limited liability company shall cease to carry on its business and affairs, except insofar as necessary for winding up the company's business and affairs, but its legal existence shall continue until all its business and affairs are wound up.

History: Laws 1993, ch. 280, § 39; 1995, ch. 213, § 4; 2003, ch. 318, § 53.


The 2003 amendment, effective July 1, 2003, deleted former Paragraph A(3) which read: "except as otherwise provided in the articles of organization or an operating agreement, a majority in interest of the remaining members do not give their written consent to continue the business of the limited liability company within ninety days after the occurrence of an event of dissociation" and redesignated former Paragraph A(4) as present Paragraph A(3); and deleted Subsection C relating to for the consent to be satisfied must be given by a remaining member.

The 1995 amendment, effective June 16, 1995, in Subsection A, rewrote Paragraph (3) and substituted "Section 53-19-40 NMSA 1978" for "Section 40 of the Limited Liability Company Act" in Paragraph (4); and added Subsection C.

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