A. A foreign corporation authorized to conduct affairs in New Mexico may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure the certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is incorporated;
(2) that the corporation is not conducting affairs in New Mexico;
(3) that the corporation surrenders its authority to conduct affairs in New Mexico;
(4) that the corporation revokes the authority of its registered agent in New Mexico to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to conduct affairs in this state may thereafter be made on the corporation by service thereof on the secretary of state;
(5) a post office address to which the secretary of state may mail a copy of any process against the corporation that may be served on it; and
(6) confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.
B. The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation by two authorized officers of the corporation or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by the receiver or trustee.
History: 1953 Comp., § 51-14-119, enacted by Laws 1975, ch. 217, § 77; 2003, ch. 318, § 25; 2019, ch. 159, § 2.
The 2019 amendment, effective July 1, 2019, provided that a foreign corporation desiring to withdraw from this state must procure from the secretary of state a certificate of withdrawal and must deliver to the secretary of state an application for withdrawal, which must include confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; in Subsection A, in the introductory clause, after "procuring from the", deleted "commission" and added "secretary of state", and after "deliver to the", deleted "commission" and added "secretary of state", in Paragraph A(5), after "which the", deleted "commission" and added "secretary of state", and added Paragraph A(6); and in Subsection B, after "furnished by the", deleted "commission" and added "secretary of state".
The 2003 amendment, effective July 1, 2003, substituted "An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original" for "Duplicate originals" at the beginning of Subsection A; substituted "the original and copy" for "each of the duplicate originals" in Paragraph A(1); substituted "the original" for "one of the duplicate originals" in Paragraph A(2); substituted "copy" for "other duplicate original" in Paragraph A(3); substituted "copy" for "duplicate original" following "together with the" in Subsection B; and deleted "corporation" preceding "commission" throughout the section.
Structure 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.