A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of incorporation and a statement executed by the designated registered agent in which the agent acknowledges acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or a statement executed by an authorized officer of a corporation that is the designated registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the articles of incorporation and the statement conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:
(1) endorse on the original and copy the word "filed" and the month, day and year of the filing thereof;
(2) file the original and the statement in the office of the commission [secretary of state]; and
(3) issue a certificate of incorporation to which shall be affixed the copy.
B. The certificate of incorporation, together with the copy of the articles of incorporation affixed thereto by the commission [secretary of state], shall be returned to the incorporators or their representative.
History: 1953 Comp., § 51-14-74, enacted by Laws 1975, ch. 217, § 32; 1977, ch. 178, § 6; 2003, ch. 318, § 12.
Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
The 2003 amendment, effective July 1, 2003, in Subsection A, substituted "An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "Duplicate originals" at the beginning, substituted "an authorized officer" for "the president or vice president" preceding "of a corporation", deleted "corporation" preceding "commission. If the"; substituted "a statement" for "an affidavit" twice in Subsection A and once in Paragraph A(2); substituted "the original and copy" for "each of the duplicate originals" near the beginning of Paragraph A(1); in Paragraph A(2), substituted "the original" for "one of the duplicate originals" near the beginning, deleted "corporation" near the end; substituted "copy" for "other duplicate original" at the end of Paragraph A(3); in Subsection B, substituted "copy" for "duplicate original" preceding "of the articles", and deleted "corporation" preceding "commission, shall be".
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 208, 209, 211, 213.
18 C.J.S. Corporations § 39.
Structure 2021 New Mexico Statutes
Article 8 - Nonprofit Corporations
Section 53-8-3 - Applicability.
Section 53-8-5 - General powers.
Section 53-8-6 - Defense of ultra vires.
Section 53-8-7 - Corporate name.
Section 53-8-8 - Registered office and registered agent.
Section 53-8-9 - Change of registered office or registered agent.
Section 53-8-10 - Service of process on corporation.
Section 53-8-13 - Meetings of members.
Section 53-8-14 - Notice of members' meetings; waiver.
Section 53-8-17 - Board of directors.
Section 53-8-18 - Number and election of directors.
Section 53-8-20 - Quorum of directors.
Section 53-8-22 - Directors' meetings.
Section 53-8-24 - Removal of officers.
Section 53-8-25.1 - Duties of directors.
Section 53-8-25.2 - Liability of directors.
Section 53-8-25.3 - Nonprofit corporations; boards of directors; liability; immunity.
Section 53-8-26 - Indemnification of officers and directors.
Section 53-8-27 - Books and records.
Section 53-8-28 - Shares of stock and dividends prohibited; exemption from franchise tax.
Section 53-8-29 - Loans to directors and officers.
Section 53-8-30 - Incorporators.
Section 53-8-31 - Articles of incorporation.
Section 53-8-32 - Filing of articles of incorporation.
Section 53-8-33 - Effect of incorporation.
Section 53-8-34 - Organization meetings.
Section 53-8-35 - Right to amend articles of incorporation.
Section 53-8-36 - Procedure to amend articles of incorporation.
Section 53-8-37 - Articles of amendment.
Section 53-8-38 - Effectiveness of amendment.
Section 53-8-39 - Restated articles of incorporation.
Section 53-8-40 - Procedure for merger.
Section 53-8-41 - Procedure for consolidation.
Section 53-8-42 - Adoption of merger or consolidation.
Section 53-8-43 - Articles of merger or consolidation.
Section 53-8-44 - Effect of merger or consolidation.
Section 53-8-45 - Merger or consolidation of domestic and foreign corporations.
Section 53-8-46 - Sale, lease, exchange or mortgage of assets.
Section 53-8-47 - Voluntary dissolution.
Section 53-8-48 - Distribution of assets.
Section 53-8-49 - Plan of distribution.
Section 53-8-50 - Revocation of voluntary dissolution proceedings.
Section 53-8-51 - Articles of dissolution.
Section 53-8-52 - Filing of articles of dissolution.
Section 53-8-53 - Revocation of certificate of incorporation.
Section 53-8-54 - Issuance of certificate of revocation.
Section 53-8-55 - Jurisdiction of court to liquidate assets and affairs of corporation.
Section 53-8-56 - Procedure in liquidation of corporation by court.
Section 53-8-57 - Qualification of receivers.
Section 53-8-58 - Filing of claims in liquidation proceedings.
Section 53-8-59 - Discontinuance of liquidation proceedings.
Section 53-8-60 - Decree of involuntary dissolution.
Section 53-8-61 - Filing of decree of dissolution.
Section 53-8-62 - Deposits with state treasurer.
Section 53-8-63 - Survival of remedy after dissolution.
Section 53-8-64 - Admission of foreign corporation.
Section 53-8-65 - Powers of foreign corporation.
Section 53-8-66 - Corporate name of foreign corporation.
Section 53-8-67 - Change of name by foreign corporation.
Section 53-8-68 - Application for certificate of authority.
Section 53-8-69 - Filing of application for certificate of authority.
Section 53-8-70 - Effect of [certificate of] authority.
Section 53-8-71 - Registered office and registered agent of foreign corporation.
Section 53-8-72 - Change of registered office or registered agent of foreign corporation.
Section 53-8-73 - Service of process on foreign corporation.
Section 53-8-75 - Merger of foreign corporation authorized to conduct affairs in this state.
Section 53-8-76 - Amended certificate of authority.
Section 53-8-77 - Withdrawal of foreign corporation.
Section 53-8-78 - Filing of application for withdrawal.
Section 53-8-79 - Revocation of certificate of authority.
Section 53-8-80 - Issuance of certificate of revocation.
Section 53-8-81 - Conducting affairs without certificate of authority.
Section 53-8-82 - Annual report.
Section 53-8-83 - Filing of annual report; initial report; supplemental report; extension of time.
Section 53-8-85 - Fees for filing documents and issuing certificates.
Section 53-8-86 - Recordkeeping.
Section 53-8-87 - Miscellaneous charges.
Section 53-8-88 - Penalty imposed upon corporation.
Section 53-8-88.1 - Dormant corporations; statement in lieu of annual report.
Section 53-8-89 - Reports; affirmation; penalty.
Section 53-8-90 - Authority to make refunds.
Section 53-8-91 - Appeal from commission [secretary of state].
Section 53-8-92 - Issuance of certificate of good standing and compliance.
Section 53-8-93 - Certificates and certified copies to be received in evidence.
Section 53-8-94 - Forms to be furnished by corporation commission [secretary of state].
Section 53-8-95 - Greater voting requirements.
Section 53-8-96 - Waiver of notice.
Section 53-8-97 - Action by members or directors without a meeting.
Section 53-8-98 - Unauthorized assumption of corporate powers.