Chapter 53, Article 19 NMSA 1978 may be cited as the “Limited Liability Company Act”. History: Laws 1993, ch. 280, § 1; 1998, ch. 108, § 29. ANNOTATIONS Cross references. — For Registered Limited Liability Partnerships, see 54-1A-1101 NMSA 1978 et seq. The 1998 amendment, effective January 1, 1999, substituted “Chapter 53, Article 19 NMSA […]
A. A limited liability company is formed when the articles of organization are filed with the commission [secretary of state] or at any later date or time specified in the articles of organization if there has been substantial compliance with the requirements of the Limited Liability Company Act. A limited liability company formed pursuant to […]
A. The articles of organization of a limited liability company are amended when articles of amendment are filed with the secretary of state or at any later date or time specified in the articles of amendment if there has been substantial compliance with the requirements of the Limited Liability Company Act. The articles of amendment […]
A. Unless otherwise specified in the Limited Liability Company Act, any document required to be filed with the commission [secretary of state] shall be executed: (1) by a manager, if management of the limited liability company is vested in one or more managers, or by a member, if management of the limited liability company is […]
Except as otherwise provided in the Limited Liability Company Act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company. No member or manager of a limited liability company and no other person with authority […]
A member of a limited liability company is not a proper party to a proceeding by or against the limited liability company solely by reason of being a member of the limited liability company, except where the object of the proceeding is to enforce a member’s right against or liability to the limited liability company. […]
A. Except to the extent the articles of organization vest management of the limited liability company in one or more managers, management of the business and affairs of the limited liability company shall be vested in the members, subject to any provision in the articles of organization, an operating agreement or the Limited Liability Company […]
Unless otherwise provided by the articles of organization or an operating agreement: A. a member who is not a manager and is not vested with particular management responsibilities by the articles of organization or an operating agreement shall not be liable to the limited liability company or to the other members solely by reason of […]
A. Except as provided by the articles of organization, an operating agreement or the Limited Liability Company Act, members who have contributed to the capital of the limited liability company shall vote in proportion to the value of their contributions to the capital of the limited liability company, determined in accordance with the Limited Liability […]
The articles of organization or an operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because he is or was a member or manager and for advancement of expenses, including costs of defense, prior to […]
A. A limited liability company shall keep at its principal place of business, and notify all of its members of the location of such place, the following: (1) a list containing the full name and last known mailing address of all current and former members and managers; (2) a copy of the articles of organization […]
As used in the Limited Liability Company Act: A. “articles of organization” means the original or restated articles filed pursuant to the Limited Liability Company Act and any amendments to those articles, including articles of merger or consolidation; B. “corporation” means an organization incorporated under the laws of New Mexico or a foreign corporation; C. […]
A. A membership interest in a limited liability company may be issued in exchange for a contribution of cash or property received by the limited liability company or services rendered to the limited liability company, the value of which shall be established and recorded as of the date the contribution was made by the persons […]
A. Except as provided in the articles of organization or an operating agreement, a member’s written promise to the limited liability company to contribute cash or property or render services is not excused by reason of the member’s death, disability or other inability to perform. B. The articles of organization or an operating agreement may […]
The profits and losses of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or an operating agreement. If neither the articles of organization nor an operating agreement provide for allocation, such profits and losses shall be allocated among the members in proportion to the […]
Except as provided in Sections 24 and 44 [53-19-24, 53-19-44 NMSA 1978] of the Limited Liability Company Act, distributions of cash or other assets of a limited liability company shall be shared among the members and among classes of members in the manner provided by the articles of organization or an operating agreement. If neither […]
Upon the happening of an event of dissociation that does not require the winding up of the affairs of the limited liability company pursuant to Section 39 [53-19-39 NMSA 1978] of the Limited Liability Company Act, a dissociating member is entitled to receive any distribution to which the member is entitled under the provisions of […]
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 […]
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 […]
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 […]
