If voluntary dissolution proceedings have not been revoked, then, when all debts, liabilities and obligations of the corporation have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be executed by the corporation by an authorized officer, which statement shall set forth:
A. the name of the corporation;
B. that the secretary of state has previously filed a statement of intent to dissolve the corporation and the date on which the statement was filed;
C. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
D. that all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests;
E. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit; and
F. confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.
History: 1953 Comp., § 51-29-11, enacted by Laws 1967, ch. 81, § 89; 2001, ch. 200, § 64; 2019, ch. 159, § 3.
ANNOTATIONSThe 2019 amendment, effective July 1, 2019, required articles of dissolution to include confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; and added Subsection F.
Compiler's notes. — This section is derived from Section 92 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, deleted the provision that articles of dissolution be executed in duplicate and 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".
Pending lawsuit. — Nothing in the New Mexico Business Corporation Act suggests that the legislature intended that final claims have priority over contingent claims. Smith v. Cox, 1992-NMSC-029, 113 N.M. 682, 831 P.2d 981.