A. A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the public regulation commission [secretary of state] a statement setting forth:
(1) the name of the corporation;
(2) the address of its then registered office;
(3) if the address of its registered office be changed, the address to which the registered office is to be changed;
(4) the name of its then registered agent;
(5) if its registered agent be changed:
(a) the name of its successor registered agent; and
(b) a statement executed by the successor 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 successor 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
(6) that the address of its registered office and the address of the office of its registered agent, as changed, will be identical.
B. The statement pursuant to the provisions of Subsection A of this section shall be executed by the corporation by an authorized officer of the corporation and delivered to the public regulation commission [secretary of state]. If the public regulation commission [secretary of state] finds that the statement conforms to the provisions of the Nonprofit Corporation Act, it shall file the statement in the office of the public regulation commission [secretary of state], and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective.
C. A registered agent of a corporation may resign as agent upon filing a written notice of resignation, including the original and a copy, with the public regulation commission [secretary of state]. The copy may be a photocopy of the original after it was signed or a photocopy that is conformed to the original. The commission [secretary of state] shall mail an endorsed copy to the corporation in care of an officer, who is not the resigning registered agent, at the address of the officer as shown by the most recent annual report of the corporation. The appointment of the agent shall terminate upon the expiration of thirty days after receipt of the notice by the public regulation commission [secretary of state].
D. If the registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and signing, either manually or in fascimile, and delivering to the public regulation commission [secretary of state] for filing a statement that complies with the requirements of Subsection A of this section and recites that the corporation has been notified of the change.
History: 1953 Comp., § 51-14-51, enacted by Laws 1975, ch. 217, § 9; 1977, ch. 178, § 3; 2003, ch. 318, § 8.
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, substituted "public regulation" for "corporation" following "office of the" in Subsection A, in Subparagraph A(5)(b), substituted "a statement" for "an affidavit" at the beginning, substituted "the agent acknowledges" for "he acknowledges his" following "agent in which", substituted "a statement executed by an authorized officer" for "an affidavit executed by the president or vice president" following "an individual, or"; deleted Paragraph A(7) which read: "that such change was authorized by resolution duly adopted by its board of directors"; rewrote Subsections B and C; and added Subsection D.
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.