A. A corporation may:
(1) issue fractions of a share, either represented by a certificate or uncertificated;
(2) arrange for the disposition of fractional interests by those entitled thereto;
(3) pay in money the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or
(4) issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share or an uncertificated full share upon the surrender of such scrip aggregating a full share.
B. A certificate for a fractional share or an uncertificated fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The board of directors may cause scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares or uncertificated full shares before a specified date, or subject to the condition that the shares for which the scrip is exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of the scrip, or subject to any other conditions which the board of directors may deem advisable.
History: 1953 Comp., § 51-24-23, enacted by Laws 1967, ch. 81, § 23; 1975, ch. 64, § 11; 1983, ch. 304, § 34.
Compiler's notes. — This section is derived from Section 24 of the ABA Model Business Corporation Act.
The 1983 amendment, effective June 17, 1983, inserted "either represented by a certificate or uncertificated" in Paragraph (1) of Subsection A, substituted "money" for "cash" in Paragraph (3) of Subsection A, inserted "or an uncertificated full share" in Paragraph (4) of Subsection A, and inserted "or an uncertificated fractional share" in the first and second sentences of Subsection B.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M.L. Rev. 57 (1975).
For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations § 1022.
Structure New Mexico Statutes
Article 11 - Business Corporations; Substantive Provisions
Section 53-11-1 - Short title.
Section 53-11-2 - Definitions.
Section 53-11-4 - General powers.
Section 53-11-4.1 - Indemnification of directors and officers.
Section 53-11-5 - Power of corporation to acquire its own shares.
Section 53-11-6 - Defense of ultra vires.
Section 53-11-7 - Corporate name.
Section 53-11-9 - Registered name.
Section 53-11-10 - Renewal of registered name.
Section 53-11-11 - Registered office and registered agent.
Section 53-11-12 - Failure to appoint and maintain registered agent; penalty; reinstatement.
Section 53-11-13 - Change of registered office or registered agent.
Section 53-11-14 - Service of process on corporation.
Section 53-11-15 - Authorized shares.
Section 53-11-15.1 - Shares held for account.
Section 53-11-16 - Issuance of shares of preferred or special classes in series.
Section 53-11-17 - Subscriptions for shares.
Section 53-11-18 - Issuance of shares.
Section 53-11-19 - Payment for shares.
Section 53-11-20 - Stock rights and options.
Section 53-11-22 - Expenses of organization, reorganization and financing.
Section 53-11-23 - Shares represented by certificates and uncertificated shares.
Section 53-11-24 - Fractional shares.
Section 53-11-25 - Liability of subscribers and shareholders.
Section 53-11-26 - Shareholders' preemptive rights.
Section 53-11-28 - Meetings of shareholders.
Section 53-11-29 - Notice of shareholders' meetings.
Section 53-11-30 - Closing of transfer books and fixing record date.
Section 53-11-31 - Voting list.
Section 53-11-32 - Quorum of shareholders.
Section 53-11-33 - Voting of shares.
Section 53-11-34 - Voting trusts and agreements among shareholders.
Section 53-11-35 - Board of directors.
Section 53-11-36 - Number and election of directors.
Section 53-11-37 - Classification of directors.
Section 53-11-39 - Removal of directors.
Section 53-11-40 - Quorum of directors.
Section 53-11-40.1 - Director conflict of interest.
Section 53-11-41 - Executive and other committees.
Section 53-11-42 - Place and notice of directors' meetings; committee meetings.
Section 53-11-43 - Action by directors without a meeting.
Section 53-11-44 - Distributions to shareholders.
Section 53-11-46 - Liability of directors in certain cases.
Section 53-11-47 - Provisions relating to actions by shareholders.
Section 53-11-49 - Removal of officers.
Section 53-11-50 - Books and records; financial reports to shareholders; examination of records.