A. A foreign corporation authorized to conduct affairs in New Mexico may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure the certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is incorporated;
(2) that the corporation is not conducting affairs in New Mexico;
(3) that the corporation surrenders its authority to conduct affairs in New Mexico;
(4) that the corporation revokes the authority of its registered agent in New Mexico to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may thereafter be made on the corporation by service thereof on the secretary of state;
(5) a post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on it; and
(6) confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.
B. The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation by two authorized officers of the corporation or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by the receiver or trustee.
History: 1953 Comp., § 51-14-119, enacted by Laws 1975, ch. 217, § 77; 2003, ch. 318, § 25; 2019, ch. 159, § 2.
ANNOTATIONSThe 2019 amendment, effective July 1, 2019, provided that a foreign corporation desiring to withdraw from this state must procure from the secretary of state a certificate of withdrawal and must deliver to the secretary of state an application for withdrawal, which must 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; in Subsection A, in the introductory clause, after "procuring from the", deleted "commission" and added "secretary of state", and after "deliver to the", deleted "commission" and added "secretary of state", in Paragraph A(5), after "which the", deleted "commission" and added "secretary of state", and added Paragraph A(6); and in Subsection B, after "furnished by the", deleted "commission" and added "secretary of state".
The 2003 amendment, effective July 1, 2003, substituted "An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "Duplicate originals" at the beginning of Subsection A; substituted "the original and copy" for "each of the duplicate originals" in Paragraph A(1); substituted "the original" for "one of the duplicate originals" in Paragraph A(2); substituted "copy" for "other duplicate original" in Paragraph A(3); substituted "copy" for "duplicate original" following "together with the" in Subsection B; and deleted "corporation" preceding "commission" throughout the section.