A. The following documents shall be delivered to the secretary of state:
(1) an original of the application of the corporation for a certificate of authority and a certificate of good standing and compliance issued by the appropriate official of the state or country under the laws of which the corporation is incorporated that is current within thirty days and that has not expired by the time of receipt by the secretary;
(2) 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; and
(3) a copy of whichever statement is filed pursuant to Paragraph (2) of this subsection, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original.
B. If the secretary of state finds that the application and the affidavit conform to law, the secretary 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 in the office of the secretary the original of the application and the statement; and
(3) issue a certificate of authority to conduct affairs in New Mexico to which shall be affixed the application copy.
C. The certificate of authority, together with the application affixed thereto by the secretary of state, shall be returned to the corporation or its representative.
History: 1953 Comp., § 51-14-111, enacted by Laws 1975, ch. 217, § 69; 1977, ch. 178, § 9; 1983, ch. 304, § 14; 2003, ch. 318, § 22; 2015, ch. 66, § 5.
The 2015 amendment, effective July 1, 2015, required the filing of the corporate application for certificate of authority to be filed with the secretary of state; in the introductory sentence of Subsection A, after "delivered to the", deleted "commission" and added "secretary of state"; in Paragraph (1) of Subsection A, after "corporation is incorporated", added "that is current within thirty days and that has not expired by the time of receipt by the secretary"; in the introductory sentence of Subsection B, after "If the", deleted "commission" and added "secretary of state", after "conform to law", deleted "it" and added "the secretary"; in Paragraph (2) of Subsection B, after "office of the", deleted "commission" and added "secretary"; and in Subsection C, after "affixed thereto by the", deleted "commission" and added "secretary of state".
The 2003 amendment, effective July 1, 2003, rewrote Subsection A; substituted "the original and copy" for "each of the documents" near the beginning of Paragraph B(1); in Paragraph B(2), substituted "original" for "duplicate originals" following "commission the", substituted "statement" for "affidavit" near the end; substituted "application copy" for "other duplicate original application" at the end of Paragraph B(3); deleted "duplicate original of the" following "together with the" in Subsection C; and deleted "corporation" preceding "commission" throughout section.
The 1983 amendment, effective June 17, 1983, inserted "in which the officer . . . as its registered agent" near the end of Subsection A, deleted "together with a copy of its articles of incorporation, or restated articles of incorporation, and all amendments thereto, duly certified by the proper officer of the state or country under the laws of which it is incorporated" at the end of Subsection A, substituted "and" for a comma following "application" and deleted "and the copy of the articles of incorporation, or the restated articles of incorporation, and amendments thereto" at the end of Paragraph (2) of Subsection B.
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.