A. Each domestic corporation and each foreign corporation authorized to conduct affairs in New Mexico shall file, within the time prescribed by the Nonprofit Corporation Act, on forms prescribed and furnished by the secretary of state to the corporation not less than thirty days prior to the date such report is due, an annual report setting forth:
(1) the name of the corporation and the state or country under the laws of which it is incorporated;
(2) the address of the registered office of the corporation in New Mexico and the name of its registered agent in New Mexico at such address and, in the case of a foreign corporation, the address of its registered office in the state or country under the laws of which it is incorporated and the address of the principal office of the corporation if different from the address of the registered office;
(3) a brief statement of the character of the affairs that the corporation is actually conducting or, in the case of a foreign corporation, that the corporation is actually conducting in New Mexico; and
(4) the names and respective addresses of every director and every officer of the corporation.
B. The report shall be signed and sworn to by any two of the corporation's directors or officers. If the corporation is in the hands of a receiver or trustee, the report shall be executed on behalf of the corporation by the receiver or trustee. A copy of the report shall be maintained at the corporation's principal place of business as contained in the report and shall be made available to the general public for inspection during regular business hours.
History: 1953 Comp., § 51-14-124, enacted by Laws 1975, ch. 217, § 82; 1977, ch. 178, § 13; 1979, ch. 180, § 1; 1989, ch. 294, § 3; 2015, ch. 66, § 6.
The 2015 amendment, effective July 1, 2015, required the secretary of state's office to prescribe and furnish forms for corporations to file their annual report; in the introductory sentence of Subsection A, after "furnished by the", deleted "commission" and added "secretary of state"; in Paragraph (2) of Subsection A, after "registered agent in", deleted "this state" and added "New Mexico"; in Paragraph (3) of Subsection A, after "affairs", deleted "which" and added "that", and after "foreign corporation", deleted "which" and added "that"; in Paragraph (4) of Subsection A, after "addresses of", deleted "directors and officers" and added "every director and every officer"; and in Subsection B, after "any two of", deleted "its" and added "corporation's".
The 1989 amendment, effective January 1, 1990, deleted former Subsection A(5), relating to a statement required if fifty percent or more of the corporation's total annual income is from state and federal sources; in Subsection B, substituted "any two of its directors or officers" for "the president and secretary of the board of directors or, if there are no officers, by the directors" in the first sentence; and deleted former Subsection C, which defined the phrase "state or federal funds" as used in this 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.