Section 53-20-1 – Short title.
Chapter 53, Article 20 NMSA 1978 may be cited as the “Foreign Business Trust Registration Act”. History: Laws 2001, ch. 200, § 83; 2015, ch. 66, § 12. ANNOTATIONS The 2015 amendment, effective July 1, 2015, changed the statutory reference of the Foreign Business Trust Registration Act from “Sections 84 through 100 of this act” […]
Section 53-20-2 – Definitions.
As used in the Foreign Business Trust Registration Act: A. “business trust” means an entity engaged in a trade or business that is created by a declaration of trust that transfers property to trustees, to be held and managed by them for the benefit of persons holding certificates representing the beneficial interest in the trust […]
Section 53-20-3 – Certificate of authority; necessity to obtain to transact business; what constitutes not transacting business.
A. A foreign business trust shall not transact business in this state unless it first obtains a certificate of authority from the public regulation commission [secretary of state]. A foreign business trust is not entitled to obtain a certificate of authority to transact a business in this state that it is not permitted to transact […]
Section 53-19-68 – Issuance of certificate of good standing and compliance.
The commission [secretary of state] may issue a certificate of good standing and compliance for a limited liability company or foreign limited liability company registered to transact business in New Mexico. If the person requesting the issuance of any such certificate is the limited liability company which is the subject of the certificate, the commission […]
Section 53-19-59 – Conversions and mergers; definitions.
As used in Sections 53-19-59 through 53-19-62.3 NMSA 1978: A. “corporation” means an organization incorporated under the laws of New Mexico or a foreign corporation; B. “general partner” means a partner in a partnership and a general partner in a limited partnership; C. “limited partner” means a limited partner in a limited partnership; D. “limited […]
Section 53-19-60 – Conversions and mergers; conversion of corporation, partnership or limited partnership to limited liability company.
A. A corporation, partnership or limited partnership may be converted to a limited liability company pursuant to this section. B. The terms and conditions of a conversion of a corporation, partnership or limited partnership to a limited liability company shall be approved in the manner specifically provided for by the document, instrument, agreement or other […]
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 […]