A. A corporation, partnership or limited partnership may be converted to a limited liability company pursuant to this section.
B. The terms and conditions of a conversion of a corporation, partnership or limited partnership to a limited liability company shall be approved in the manner specifically provided for by the document, instrument, agreement or other writing governing the internal affairs of the corporation, partnership or limited partnership concerning conversions or, in the absence of such a provision, by all of the shareholders or partners, as the case may be.
C. An agreement of conversion shall set forth the terms and conditions of the conversion of the owners' interests in the converting entity into interests in the converted entity or the cash or other consideration to be paid or delivered as a result of the conversion of the owners' interests or a combination of these.
D. After a conversion is approved pursuant to Subsection B of this section, the corporation, partnership or limited partnership being converted shall file articles of organization with the commission [secretary of state] that satisfy the requirements of Section 53-19-8 NMSA 1978 and a statement containing the items set forth below:
(1) a statement that the corporation or partnership was converted to a limited liability company from a corporation, partnership or limited partnership;
(2) its former name;
(3) a statement of the number of votes cast by the shareholders or partners entitled to vote for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion pursuant to Subsection B of this section; and
(4) in the case of a corporation or a limited partnership, a statement that the certificate of incorporation or certificate of limited partnership is to be canceled as of the date the conversion takes effect.
E. In the case of a corporation or a limited partnership, the filing of articles of organization pursuant to Subsection D of this section cancels its certificate of incorporation or certificate of limited partnership as of the date the conversion took effect.
F. A conversion takes effect when articles of organization are filed with the commission [secretary of state] or at any later date specified in the articles of organization.
G. A general partner who becomes a member of a limited liability company as a result of a conversion remains liable as a partner for an obligation incurred by the partnership or limited partnership before the conversion takes effect.
H. A general partner's liability for all obligations of the limited liability company incurred after the conversion takes effect is that of a member of the company. A limited partner who becomes a member as a result of a conversion remains liable only to the extent the limited partner was liable for an obligation incurred by the limited partnership before the conversion took effect.
History: 1978 Comp., § 53-19-60, enacted by Laws 1995, ch. 213, § 8; 2001, ch. 200, § 78; 2003, ch. 318, § 56.
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.
Repeals and reenactments. — Laws 1995, ch. 213, § 8 repealed 53-19-60 NMSA 1978, as enacted by Laws 1993, ch. 280, § 60, relating to approval of merger or consolidation, and enacted a new section, effective June 16, 1995.
The 2003 amendment, effective July 1, 2003, in Subsection B, inserted "specifically" following "in the manner", inserted "concerning conversions" following "or limited partnership"; substituted "a statement containing the items set forth below" for "that also contain" at the end of Subsection D.
The 2001 amendment, effective July 1, 2001, substituted "conversion of corporation, partnership or limited" for "conversion of partnership of limited" in the section heading; amended the section to include corporations in its provisions; in Subsection B, substituted the language following "be approved" for "by all of the partners or by a number or percentage of the partners required for conversion in the partnership agreement"; in Subsection C, substituted "owners' interests in the converting entity" for "partners' interests", "entity" for "limited liability company" and "owners' interests" for "partners' interests"; and in Subsection D, inserted "shareholders or" preceding "partners" in Paragraph (3).
Structure New Mexico Statutes
Article 19 - Limited Liability Companies
Section 53-19-1 - Short title.
Section 53-19-2 - Definitions.
Section 53-19-4 - Reservation of name.
Section 53-19-5 - Registered office and registered agent; change of principal place of business.
Section 53-19-6 - Nature and duration of business.
Section 53-19-8 - Articles of organization.
Section 53-19-10 - Effect of filing of articles of organization.
Section 53-19-11 - Amendment and restatement of articles of organization.
Section 53-19-12 - Execution of documents.
Section 53-19-13 - Liability of members and managers to third parties.
Section 53-19-14 - Parties to actions.
Section 53-19-15 - Management by members or managers.
Section 53-19-16 - Liabilities and duties of managers and members.
Section 53-19-18 - Indemnification of members and managers.
Section 53-19-19 - Records and information.
Section 53-19-20 - Contributions to capital; certificates of membership interest.
Section 53-19-21 - Liability for contribution.
Section 53-19-22 - Sharing of profits and losses.
Section 53-19-23 - Sharing of interim distributions.
Section 53-19-24 - Distribution on event of dissociation.
Section 53-19-25 - Withdrawals of capital and distributions in kind.
Section 53-19-26 - Wrongful distributions.
Section 53-19-27 - Liability upon wrongful distribution.
Section 53-19-28 - Right to distribution.
Section 53-19-29 - Ownership of property by the limited liability company.
Section 53-19-30 - Transfer of property of limited liability company.
Section 53-19-31 - Nature of membership interest.
Section 53-19-32 - Assignment of interests.
Section 53-19-33 - Right of assignee to become a member.
Section 53-19-34 - Interest of a deceased, incompetent or terminated member.
Section 53-19-35 - Rights of judgment creditor of member.
Section 53-19-36 - Admission of members.
Section 53-19-37 - Voluntary withdrawal of members.
Section 53-19-38 - Events of dissociation.
Section 53-19-39 - Dissolution.
Section 53-19-40 - Judicial dissolution.
Section 53-19-41 - Articles of dissolution.
Section 53-19-42 - Winding up.
Section 53-19-43 - Power of managers or members after dissolution.
Section 53-19-44 - Distribution of assets.
Section 53-19-45 - Known claims against dissolved limited liability company.
Section 53-19-46 - Unknown claims against dissolved limited liability company.
Section 53-19-47 - Laws governing foreign limited liability company.
Section 53-19-48 - Registration.
Section 53-19-49 - Issuance of registration.
Section 53-19-51 - Amended certificate of registration.
Section 53-19-52 - Cancellation of registration.
Section 53-19-53 - Transaction of business without registration.
Section 53-19-54 - Transactions not constituting transacting business.
Section 53-19-55 - Service of process.
Section 53-19-56 - Action by attorney general.
Section 53-19-57 - Suits by and against the limited liability company.
Section 53-19-58 - Authority to sue on behalf of limited liability company.
Section 53-19-59 - Conversions and mergers; definitions.
Section 53-19-61 - Conversions and mergers; effect of conversion.
Section 53-19-62 - Conversions and merger of entities.
Section 53-19-62.1 - Conversion and mergers; articles of merger.
Section 53-19-62.2 - Conversions and mergers; effect of merger.
Section 53-19-62.3 - Conversion and mergers; non-exclusivity.
Section 53-19-63 - Filing, service and copying fees.
Section 53-19-64 - Execution by judicial act.
Section 53-19-65 - Rules of construction.
Section 53-19-66 - Powers of commission [secretary of state].
Section 53-19-66.1 - Administrative revocation.
Section 53-19-66.2 - Reinstatement following administrative revocation.
Section 53-19-67 - Appeal from commission [secretary of state].
Section 53-19-68 - Issuance of certificate of good standing and compliance.
Section 53-19-69 - Certificates and certified copies to be received in evidence.
Section 53-19-70 - Forms furnished by the commission [secretary of state].
Section 53-19-71 - Application to existing limited liability companies.
Section 53-19-72 - Application to foreign and interstate commerce.
Section 53-19-73 - Reservation of power.
Section 53-19-74 - Commission's [secretary of state's] retention of records.