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 then registered office;
(3) if the address of its registered office be changed, the address to which the registered office is to be changed;
(4) the name of its then registered agent;
(5) if its registered agent be changed:
(a) the name of its successor registered agent; and
(b) a statement executed by the successor registered agent in which the agent acknowledges 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 office of its registered agent, as changed, will be identical.
B. The statement pursuant to the provisions of Subsection A of this section shall be executed by the corporation by an authorized officer of the corporation and delivered to the public regulation commission [secretary of state]. If the public regulation commission [secretary of state] finds that the statement conforms to the provisions of the Nonprofit Corporation Act, it shall file the statement in the office of the public regulation commission [secretary of state], 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, shall become effective.
C. A registered agent of a corporation may resign as agent upon filing a written notice of resignation, including the original and a copy, with the public regulation commission [secretary of state]. The copy may be a photocopy of the original after it was signed or a photocopy that is conformed to the original. The commission [secretary of state] shall mail an endorsed copy to the corporation in care of an officer, who is not the resigning registered agent, at the address of the officer as shown by the most recent annual report of the corporation. The appointment of the agent shall terminate upon the expiration of thirty days after receipt of the notice by the public regulation commission [secretary of state].
D. If the 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 fascimile, 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., § 51-14-51, enacted by Laws 1975, ch. 217, § 9; 1977, ch. 178, § 3; 2003, ch. 318, § 8.
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.
The 2003 amendment, effective July 1, 2003, substituted "public regulation" for "corporation" following "office of the" in Subsection A, in Subparagraph A(5)(b), substituted "a statement" for "an affidavit" at the beginning, substituted "the agent acknowledges" for "he acknowledges his" following "agent in which", substituted "a statement executed by an authorized officer" for "an affidavit executed by the president or vice president" following "an individual, or"; deleted Paragraph A(7) which read: "that such change was authorized by resolution duly adopted by its board of directors"; rewrote Subsections B and C; and added Subsection D.