A. A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the public regulation commission [secretary of state] a statement setting forth:
(1) the name of the corporation;
(2) the address of its registered office;
(3) if the address of its registered office is to be changed, the address to which the registered office is to be changed;
(4) the name of its registered agent;
(5) if its registered agent is to be changed:
(a) the name of its successor registered agent; and
(b) a statement executed by the successor registered agent acknowledging his 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 successor 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; and
(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
B. The statement shall be executed by the corporation by an authorized officer and delivered to the public regulation commission [secretary of state]. If the commission [secretary of state] finds that the statement conforms to the provisions of the Business Corporation Act, it shall file the statement in its office, and, upon such filing, the change of address of the registered office or the appointment of a new registered agent, or both, as the case may be, becomes effective, and, upon filing, fulfills the requirement to file a supplemental report under Section 53-5-2 NMSA 1978.
C. Any registered agent of a corporation may resign upon filing a written notice of resignation with the public regulation commission [secretary of state]. The commission [secretary of state] shall mail a copy immediately to the corporation at its principal place of business as shown on the records of the commission [secretary of state]. The appointment of the resigning agent shall terminate upon the expiration of thirty days after receipt of the notice by the commission [secretary of state].
D. If a registered agent changes his business address to another place within the same county, he may change the address and the address of the registered office of any corporation of which he is the registered agent by filing a statement as required by this section except that it need be signed only by the registered agent, need not be responsive to Paragraph (5) of Subsection A of this section and shall recite that a copy of the statement has been mailed to the corporation.
E. If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the public regulation commission [secretary of state] for filing a statement that complies with the requirements of Subsection A of this section, and recites that the corporation has been notified of the change.
History: 1953 Comp., § 51-24-12, enacted by Laws 1967, ch. 81, § 12; 1975, ch. 64, § 4; 1977, ch. 103, § 11; 2001, ch. 200, § 44; 2003, ch. 318, § 31.
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 13 of the ABA Model Business Corporation Act.
The 2003 amendment, effective July 1, 2003, inserted "public regulation" in Subsections A to C; substituted "53-5-2" for "53-5-5" following "report under Section" in Subsection B; deleted "and" following "the registered agent" in Subsection D; and added Subsection E.
The 2001 amendment, effective July 1, 2001, in Paragraph A(5)(b), substituted "a statement" for "an affidavit" in two places, substituted "an authorized officer" for "the president or vice president"; in Subsection B, substituted "an authorized officer" for "its president, vice president, and verified by him" in the first sentence, and updated the internal reference at the end of the subsection; and in Subsection C, substituted "a written notice of resignation" for "a written notice thereof, executed in duplicate".