A corporation that has or has not commenced business and has not issued any shares may be voluntarily dissolved by its incorporators in the following manner:
A. articles of dissolution shall be executed by a majority of the incorporators and shall set forth:
(1) the name of the corporation;
(2) the date of issuance of its certificate of incorporation;
(3) that none of its shares has been issued;
(4) that the corporation has or has not commenced business;
(5) that the amount, if any, actually paid in on subscriptions for its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto;
(6) that no debts of the corporation remain unpaid; and
(7) that a majority of the incorporators elect that the corporation be dissolved;
B. the original of the articles of dissolution 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 of dissolution conform to law and that the corporation has complied with the Tax Administration Act [Chapter 7, Article 1 NMSA 1978] and has paid all contributions required by the Unemployment Compensation Law [Chapter 51 NMSA 1978], 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 dissolution to which it shall affix the file-stamped copy; and
C. the certificate of dissolution, together with the file-stamped copy of the articles of dissolution affixed to it, shall be returned by the commission [secretary of state] to the incorporators or their representative. Upon the issuance of the certificate of dissolution by the commission [secretary of state] the existence of the corporation shall cease.
History: 1953 Comp., § 51-29-1, enacted by Laws 1967, ch. 81, § 79; 1975, ch. 64, § 37; 2001, ch. 200, § 58; 2003, ch. 318, § 38.
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 82 of the ABA Model Business Corporation Act.
The 2003 amendment, effective July 1, 2003, inserted "or has" following "corporation that has" in the introductory paragraph and deleted "and franchise taxes" near the end of Subsection B.
The 2001 amendment, effective July 1, 2001, deleted the provision that the articles of dissolution 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.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2733 to 2736, 2740, 2741, 2746.
19 C.J.S. Corporations §§ 837 to 839.