The secretary of state shall not issue any certificate of dissolution to any taxpayer or allow any corporate taxpayer to withdraw from the state until:
A. the taxpayer files with the secretary of state a certificate signed by the secretary of taxation and revenue or the secretary of taxation and revenue's delegate stating that as of a certain date the taxpayer is not liable for any tax and containing a statement verified by a responsible official of the corporation to the effect that the taxpayer has not engaged in business after the date above specified. If the taxpayer has so engaged in business, any certificate of dissolution or withdrawal shall be of no effect and all liabilities of the corporation shall continue as if no certificate had been granted;
B. a successor, acceptable to the secretary of taxation and revenue or the secretary's delegate, to any corporation requesting dissolution or withdrawal enters into a binding agreement by provision of which the successor assumes full liability for payment of all taxes due or expected to become due from the corporation and certification thereof is given by the secretary of taxation and revenue or the secretary's delegate; or
C. satisfactory security for payment of the taxes due or expected to become due from the corporation is furnished in accordance with the provisions of Section 7-1-54 NMSA 1978 and certification thereof is given by the secretary of taxation and revenue or the secretary's delegate.
History: 1953 Comp., § 72-13-92, enacted by Laws 1965, ch. 248, § 83; 1979, ch. 144, § 65; 1985, ch. 65, § 20; 1993, ch. 30, § 11; 2013, ch. 75, § 8.
ANNOTATIONSCross references. — For sale of assets of a corporation, see 53-15-1 to 53-15-4 NMSA 1978.
For dissolution of corporations generally, see 53-16-1 to 53-16-24 NMSA 1978.
The 2013 amendment, effective July 1, 2013, required taxpayers to file certificates signed by the secretary of taxation and revenue that they are not liable for any tax; in the introductory sentence, deleted "state corporation commission" and added "secretary of state"; in Subsection A, after "the taxpayer filed with the", deleted "state corporation commission" and added "secretary of state", after "certificate signed by the secretary", added "of taxation and revenue", after "taxation and revenue or the", deleted "secretary's" and added "secretary of taxation and revenue's"; in Subsection B, after "acceptable to the secretary", added "of taxation and revenue" and after "given by the secretary of", added "of taxation and revenue"; and in Subsection C, after "given by the secretary", added "of taxation and revenue".
The 1993 amendment, effective June 18, 1993, substituted "secretary or the secretary's delegate" for "director of the revenue division or his delegate" in four places and made minor stylistic changes.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations § 2880; 36 Am. Jur. 2d Foreign Corporations § 313.
19 C.J.S. Corporations §§ 811 to 882.