A corporation may be voluntarily dissolved by the written consent of all of its shareholders. Upon the execution of the written consent, a statement of intent to dissolve shall be executed by the corporation by an authorized officer, which statement shall set forth:
A. the name of the corporation;
B. the names and respective addresses of its officers;
C. the names and respective addresses of its directors;
D. a copy of the written consent signed by all shareholders of the corporation; and
E. a statement that the written consent has been signed by all shareholders of the corporation or signed in their names by their attorneys in fact authorized to consent on their behalf.
History: 1953 Comp., § 51-29-2, enacted by Laws 1967, ch. 81, § 80; 2001, ch. 200, § 59.
Compiler's notes. — This section is derived from Section 83 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, in Subsection A, deleted "in duplicate" following "shall be executed", substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles"; and substituted "in fact thereunto duly authorized" for "in fact authorized to consent on their behalf".
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2736, 2748, 2750 to 2753, 2786.
Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13.
19 C.J.S. Corporations §§ 837 to 839.
Structure New Mexico Statutes
Article 16 - Business Corporations; Dissolution of Corporations
Section 53-16-1 - Voluntary dissolution by incorporators.
Section 53-16-2 - Voluntary dissolution by consent of shareholders.
Section 53-16-3 - Voluntary dissolution by act of corporation.
Section 53-16-4 - Filing statement of intent to dissolve.
Section 53-16-5 - Effect of statement of intent to dissolve.
Section 53-16-6 - Procedure after filing of statement of intent to dissolve.
Section 53-16-7 - Revocation of voluntary dissolution proceedings by consent of shareholders.
Section 53-16-8 - Revocation of voluntary dissolution proceedings by act of corporation.
Section 53-16-9 - Filing statement of revocation of voluntary dissolution proceedings.
Section 53-16-10 - Effect of statement of revocation of voluntary dissolution proceedings.
Section 53-16-11 - Articles of dissolution.
Section 53-16-12 - Filing of articles of dissolution.
Section 53-16-13 - Involuntary dissolution.
Section 53-16-14 - Notification to attorney general.
Section 53-16-15 - Venue and process.
Section 53-16-16 - Jurisdiction of court to liquidate assets and business of corporation.
Section 53-16-17 - Procedure in liquidation of corporation by court.
Section 53-16-18 - Qualifications of receivers.
Section 53-16-19 - Filing of claims in liquidation proceedings.
Section 53-16-20 - Discontinuance of liquidation proceedings.
Section 53-16-21 - Decree of involuntary dissolution.
Section 53-16-22 - Filing of decree of dissolution.
Section 53-16-23 - Deposit with state treasurer of amount due certain shareholders.