A. Any foreign corporation not authorized to transact business in this state may register its corporate name under the Business Corporation Act if its corporate name is not the same as, or confusingly similar to, the name of any domestic corporation existing under the laws of this state, or the name of any foreign corporation authorized to transact business in this state, or any corporate name reserved or registered under the Business Corporation Act.
B. Registration shall be made by:
(1) filing with the commission [secretary of state]:
(a) an application for registration executed by the corporation by an officer thereof, setting forth the name of the corporation, the state or territory under the laws of which it is incorporated, the date of its incorporation, a statement that it is carrying on or doing business, and a brief statement of the business in which it is engaged; and
(b) a certificate setting forth that the corporation is in good standing under the laws of the state or territory in which it is organized, executed by the secretary of state of the state or territory or by the official who may have custody of the records pertaining to corporations; and
(2) paying to the commission [secretary of state] a registration fee in the amount of one dollar ($1.00) for each month, or fraction thereof, between the date of filing the application and December 31 of the calendar year in which the application is filed.
C. Registration shall be effective until the close of the calendar year in which the application for registration is filed.
History: 1953 Comp., § 51-24-9, enacted by Laws 1967, ch. 81, § 9.
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.
Compiler's notes. — This section is derived from Section 10 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 289 to 293.
Right to protection of corporate name as between domestic corporation and foreign corporation not qualified to do business in state, 26 A.L.R.3d 994.
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.