In proceedings to liquidate the assets and business of a corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed to its shareholders, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease.
History: 1953 Comp., § 51-29-21, enacted by Laws 1967, ch. 81, § 99.
ANNOTATIONSCompiler's notes. — This section is derived from Section 102 of the ABA Model Business Corporation Act.
Action to liquidate or dissolve. — A derivative action is authorized by 53-16-16 NMSA 1978 and the court is authorized to discontinue the liquidation or to dissolve the corporation under 53-16-20 NMSA 1978 and this section as is necessary to do justice to all involved. Prager v. Prager, 1969-NMSC-149, 80 N.M. 773, 461 P.2d 906.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2827, 2879.
19 C.J.S. Corporations § 849.