Section 53-19-50 – Name.
A foreign limited liability company may register with the commission [secretary of state] under any name, whether or not it is the name under which it is registered in the state or other jurisdiction of organization, as long as the name could be registered by a domestic limited liability company pursuant to Section 3 [53-19-3 […]
Section 53-19-51 – Amended certificate of registration.
A. The application for registration of a foreign limited liability company may be amended by filing an amended certificate of registration with the commission [secretary of state] signed by a person with authority to do so under the laws of the state or other jurisdiction of its organization. The application for an amended certificate of […]
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 53-19-25 – Withdrawals of capital and distributions in kind.
Except as provided in the articles of organization or an operating agreement: A. unless approved by all members, no member shall have the right to withdraw any part of his contribution to capital; B. a member, regardless of the nature of the member’s contribution, has no right to demand and receive any distribution from a […]
Section 53-19-41 – Articles of dissolution.
A. On the dissolution of a limited liability company, persons with authority pursuant to the provisions of Subsection A of Section 53-19-42 NMSA 1978 to wind up its business and affairs shall sign and deliver, to the office of the secretary of state for filing, articles of dissolution. B. The articles of dissolution shall state: […]
Section 53-19-26 – Wrongful distributions.
A. No distribution may be made if, after giving effect to the distribution: (1) the limited liability company would not be able to pay its debts as they become due in the usual course of business; or (2) the fair market value of the limited liability company’s total assets would be less than the sum […]
Section 53-19-42 – Winding up.
A. Except as may be provided in the articles of organization or an operating agreement, the business and affairs of the limited liability company shall be wound up: (1) by one or more persons designated in writing by members holding a majority of the voting power of all members, or if no such persons are […]
Section 53-19-27 – Liability upon wrongful distribution.
A. In addition to any other liabilities, a member or manager who votes for, approves or consents to any distribution that violates any provision of the articles of organization, an operating agreement or Section 26 [53-19-26 NMSA 1978] of the Limited Liability Company Act shall be liable to the limited liability company, jointly but not […]
Section 53-19-43 – Power of managers or members after dissolution.
A. Subject to Subsections C and D of this section, on and after dissolution of the limited liability company and until articles of dissolution shall have been filed with the commission [secretary of state], any manager of a limited liability company whose articles of organization vest management in managers and any member of a limited […]