Section 53-19-60.1 – Conversions and mergers; conversion of limited liability company to corporation, partnership or limited partnership.
A. A limited liability company may be converted to a corporation, partnership or limited partnership pursuant to this section. B. The terms and conditions of a conversion of a limited liability company to a corporation, partnership or limited partnership shall be approved by the number or percentage of the members or managers specifically required for […]
Section 53-19-61 – Conversions and mergers; effect of conversion.
A. A corporation, partnership, limited liability company or limited partnership that has been converted pursuant to Section 53-19-60 or 53-19-60.1 NMSA 1978 is for all purposes the same entity that existed before the conversion. B. When a conversion takes effect: (1) all property owned by the converting entity is vested in the converted entity; (2) […]
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 53-19-52 – Cancellation of registration.
A. A foreign limited liability company authorized to transact business in New Mexico may cancel its registration by application to the secretary of state for a certificate of cancellation. The application for cancellation shall set forth: (1) the name of the foreign limited liability company and the state or other jurisdiction under the laws of […]
Section 53-19-53 – Transaction of business without registration.
A. A foreign limited liability company transacting business in New Mexico may not maintain an action, suit or proceeding in a court of New Mexico until it has registered in New Mexico. B. The failure of a foreign limited liability company to register in New Mexico does not: (1) impair the validity of any contract […]
Section 53-19-44 – Distribution of assets.
In winding up the business and affairs of a limited liability company, its assets shall be applied or distributed, and its accounts settled, in the following order of priority: A. first, to payment or adequate provision for payment to creditors, excluding members who by reason of the provisions of Section 28 [53-19-28 NMSA 1978] of […]