Chapter 53, Articles 11 through 18 NMSA 1978 may be cited as the “Business Corporation Act”. History: 1953 Comp., § 51-24-1, enacted by Laws 1967, ch. 81, § 1; 1977, ch. 103, § 9; 1998, ch. 108, § 27; 2001, ch. 200, § 40. ANNOTATIONS Compiler’s notes. — This section is derived from Section 1 […]
A corporation which has in effect a registration of its corporate name, may renew the registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration and […]
Each corporation shall have and continuously maintain in this state: A. a registered office which may be, but need not be, the same as its place of business; and B. a registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a […]
A. If a corporation fails for a period of thirty days to file the corporate reports required pursuant to Section 53-5-2 NMSA 1978 or to appoint and maintain a registered agent in this state or has failed for thirty days after change of its registered office or registered agent to file in the office of […]
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 registered office; (3) if the address of its registered office is to […]
The registered agent appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. Nothing in this section limits or affects the right to serve any process, notice or demand required or permitted by […]
A. Each corporation has power to create and issue the number of shares stated in its articles of incorporation. The shares may be divided into one or more classes with the designation, preferences, limitations and relative rights stated in the articles of incorporation. The articles of incorporation may limit or deny the voting rights of, […]
If the articles of incorporation or the bylaws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a […]
A. If the articles of incorporation so provide, the shares of any preferred or special class may be divided into and issued in series. If the shares of any such class are to be issued in series, then each series shall be so designated as to distinguish the shares thereof from the shares of all […]
A subscription for shares of a corporation to be organized shall be irrevocable for a period of six months, unless otherwise provided by the terms of the subscription agreement or unless all of the subscribers consent to the revocation of the subscription. Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before […]
A. Subject to any restrictions in the articles of incorporation, shares may be issued for such consideration as shall be authorized by the board of directors establishing a price (in money or other consideration) or a minimum price or general formula or method by which the price will be determined. B. Upon authorization by the […]
A. The board of directors may authorize shares to be issued for consideration consisting of tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation. B. Before the corporation issues shares, the board of directors shall determine that […]
As used in the Business Corporation Act [Chapter 53, Articles 11 to 18 NMSA 1978], unless the text otherwise requires: A. “corporation” or “domestic corporation” means a corporation for profit subject to the provisions of the Business Corporation Act, except a foreign corporation; B. “foreign corporation” means a corporation for profit organized under laws other […]
Subject to any provisions in respect thereof set forth in its articles of incorporation, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or other securities, rights or options entitling the holders thereof to purchase from the corporation shares of any class or […]
ANNOTATIONS Repeals. — Laws 1983, ch. 304, § 73, repealed 53-11-21 NMSA 1978, as enacted by Laws 1967, ch. 81, § 20, relating to determination of the amount of stated capital, effective June 17, 1983.
The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by the corporation, either out of the consideration received by it in payment for its shares, or by issuance of its shares, without […]
A. The shares of a corporation shall be represented by certificates or shall be uncertificated shares. Certificates shall be signed by the chairman or vice chairman of the board of directors or the president or a vice president and by the treasurer or an assistant treasurer, the secretary or an assistant secretary of the corporation, […]
A. A corporation may: (1) issue fractions of a share, either represented by a certificate or uncertificated; (2) arrange for the disposition of fractional interests by those entitled thereto; (3) pay in money the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or […]
A. A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to the shares other than the obligation to pay to the corporation the full consideration for which the shares were issued or to be issued. B. No person who becomes an […]
Except to the extent limited or denied by this section or by the articles of incorporation, shareholders shall have a preemptive right to acquire authorized but unissued shares, or securities convertible into such shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation: A. holders of […]
