Section 53-19-62 – Conversions and merger of entities.
A. Pursuant to a plan of merger approved under Subsection C of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships or other domestic or foreign entities. B. A plan of […]
Section 53-19-62.1 – Conversion and mergers; articles of merger.
A. After approval of the plan of merger under Subsection C of Section 53-19-62 NMSA 1978, unless the merger is abandoned under Subsection D of Section 53-19-62 NMSA 1978, articles of merger must be signed on behalf of each limited liability company and other entity that is a party to the merger and delivered to […]
Section 53-19-62.2 – Conversions and mergers; effect of merger.
A. When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are party to the merger vests in the surviving […]
Section 53-19-62.3 – Conversion and mergers; non-exclusivity.
Sections 53-19-59 through 53-19-62.2 NMSA 1978 do not preclude an entity from being converted or merged under other law. History: 1978 Comp., § 53-19-62.3, enacted by Laws 1995, ch. 213, § 13.
Section 53-19-63 – Filing, service and copying fees.
The secretary of state shall charge and collect: A. for filing the original articles of organization and issuing a certificate of organization, fifty dollars ($50.00); B. for filing amended or restated articles of merger and issuing a certificate of amended or restated articles, fifty dollars ($50.00); C. for filing articles of merger, conversion or consolidation […]
Section 53-19-64 – Execution by judicial act.
Any person who is adversely affected by the failure or refusal of any person to execute or file any articles or other document to be filed pursuant to the Limited Liability Company Act may petition the court in the county where the registered office of the limited liability company is located or, if no such […]
Section 53-19-65 – Rules of construction.
A. It is the policy of the Limited Liability Company Act to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies. B. Unless displaced by particular provisions of the Limited Liability Company Act, the principles of law and equity supplement that act, including […]
Section 53-19-54 – Transactions not constituting transacting business.
A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of the Limited Liability Company Act: (1) maintaining, defending or settling any proceeding; (2) holding meetings of its members or carrying on any other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining […]
Section 53-19-66 – Powers of commission [secretary of state].
The commission [secretary of state] has the power and authority reasonably necessary to enable it to administer the Limited Liability Company Act efficiently and to perform the duties therein imposed upon it. History: Laws 1993, ch. 280, § 66. ANNOTATIONS Bracketed material. — The bracketed material was inserted by the compiler and is not part […]
Section 53-19-55 – Service of process.
Service of process in any action against a foreign limited liability company, whether or not registered in accordance with the provisions of the Limited Liability Company Act, shall be made in the manner prescribed by law and the New Mexico Rules of Civil Procedure. History: Laws 1993, ch. 280, § 55.