2021 New Mexico Statutes
Chapter 53 - Corporations
Article 2 - Fees and Miscellaneous Corporation Law
Section 53-2-8 - No stockholder's liability; separate class of corporation.

No stockholder's liability for unpaid stock shall attach to stock issued by a corporation pursuant to this section if, at the time of filing the certificate of incorporation, a separate certificate is signed and executed in the same manner as the certificate of incorporation, declaring that there is no stockholder's liability on account of stock issued, and is filed in the office of the public regulation commission [secretary of state] together with the certificate of incorporation. The separate certificate shall be certified and recorded in the office of the county clerk, and both the certificate of incorporation and the certificate of nonliability of stockholders shall be published as provided in this section. This section does not apply to any of the provisions for the issuance of stock and fixing liability and the means of enforcing liability upon the same contained in any other law, but is a separate provision creating a separate class of corporations. Each corporation taking advantage of the provisions of this section must add to its corporate name in the certificate of incorporation, in every other certificate, report or record required by law and in every contract or other corporate instrument, the words "no stockholder's liability". No corporation shall be organized under this section after December 31, 1967.

History: Laws 1905, ch. 79, § 23; Code 1915, § 907; Laws 1917, ch. 112, § 4; C.S. 1929, § 32-124; 1941 Comp., § 54-309; 1953 Comp., § 51-3-9; recompiled as 1953 Comp., § 51-12-11 by Laws 1967, ch. 87, § 6; 2001, ch. 200, § 12.

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.

Cross references. — For general provision regarding liability of subscribers and shareholders, see 53-11-25 NMSA 1978.

For filing of articles of incorporation, see 53-12-3 NMSA 1978.

The 2001 amendment, effective July 1, 2001, in the first sentence, inserted "of incorporation" following "certificate", substituted "public regulation commission" for "state corporation commission", and substituted "the certificate of nonliability" for "the declaration of nonliability" in the second sentence.

A corporation may file amended articles of incorporation, accompanied by the certificate of stockholders of nonliability. 1922 Op. Att'y Gen. No. 22-3615.

Building and loan associations. — The certificate of nonliability provided for by this section cannot be extended to building and loan associations. 1912 Op. Att'y Gen. No. 12-897.

Stockholder's liability. — Under this section, a liability rests upon the stockholders for another sum equal to the amount so certified to have been paid in. 1915 Op. Att'y Gen. No. 15-1592 (rendered under former law).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations §§ 42, 45; 18A Am. Jur. 2d Corporations §§ 186 to 188, 196, 197, 249 to 257, 736.

Failure to enter transfer of stock on books of corporation as affecting liability of heirs, 60 A.L.R. 120.

Discharge from liability by surrender of stock, 66 A.L.R. 436.

Stockholder's liability after cancellation of charter, 71 A.L.R. 103, 90 A.L.R. 1350.

Extension of time on corporate debt, stockholder's liability as affected by, 97 A.L.R. 641.

Irregularities in organization of corporation as affecting liability of stockholders, 102 A.L.R. 327.

Enforceability in another jurisdiction of personal liability of stockholders for debts of corporation whose organization is incomplete or defective, 42 A.L.R.2d 659.

Liability of director or dominant shareholder for enforcing debt legally owed him by corporation, 56 A.L.R.3d 212.

18 C.J.S. Corporations § 418.