New Mexico Judicial Corporate Dissolution Law

Judicial corporate dissolution in New Mexico is governed by N.M. Stat. Ann. §§ 53-16-16 to 24.

Pursuant to those provisions, the district courts may liquidate the assets and business of a corporation in an action by a shareholder when it is established that the directors are deadlocked in the management of the corporate affairs; or the acts of the directors are illegal, oppressive or fraudulent; or the shareholders have failed to elect successors to directors whose terms have expired, for a period which includes at least two consecutive annual meeting dates; or the corporate assets are being misapplied or wasted.

The district courts may liquidate the assets and business of a corporation in an action by a creditor, when the claim of the creditor has been reduced to judgment that returned unsatisfied and it is established that the corporation is insolvent; or when the corporation has admitted in writing that the claim of the creditor is due and that the corporation is insolvent; upon application by a corporation which has filed a statement of intent to dissolve, as provided in the Business Corporation Act to have its liquidation continued under the supervision of the court; or when an action has been filed by the attorney general to dissolve a corporation and it is established that liquidation of its business and affairs should precede the entry of a decree of dissolution.

Proceedings shall be brought in the county in which the registered office or the principal office of the corporation is situated.  It is not necessary to make shareholders parties to any such action or proceeding unless relief is sought against them personally.  In proceedings to liquidate the assets and business of a corporation, the court may issue injunctions, and appoint receivers, with such powers and duties, from time to time.  Moreover, the court may direct, and take other proceedings necessary to preserve the corporate assets wherever situated, and carry on the business of the corporation until a full hearing can be had.

The liquidation of the assets and business of a corporation may be discontinued at any time during the liquidation proceedings, when it is established that cause for liquidation no longer exists.  Thereafter, the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.  In proceedings to liquidate the assets and business of a corporation, the court shall enter a decree dissolving the corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed to its shareholders. As a result, the existence of the corporation shall cease.

Thereafter, the clerk of the court shall cause a certified copy of the decree to be filed with the commission.  However, the dissolution of a corporation does not take away or impair any remedy available to or against the corporation; its directors, officers or shareholders prior to the dissolution.  Moreover, any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name.


Inside New Mexico Judicial Corporate Dissolution Law