New Mexico Voluntary Corporate Dissolution Law

Statutory provisions from N.M. Stat. Ann. § 53-16-1 to 12 explains the process of voluntary corporate dissolution in New Mexico.

A corporation may be voluntarily dissolved by its incorporators if it has or has not commenced business and has not issued any shares.  Articles of dissolution shall be executed by a majority of the incorporators.  Moreover, a corporation may be voluntarily dissolved by the written consent of all of its shareholders.  A statement of intent to dissolve shall be executed by the corporation by an authorized officer upon the execution of the written consent.

A corporation may be dissolved by the act of the corporation, when the board of directors adopts a resolution recommending that the corporation be dissolved, and directs that the question of dissolution be submitted to a vote at a meeting of shareholders.  The resolution shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote on the resolution.

A statement of intent to dissolve shall be executed by the corporation by an authorized officer upon the adoption of the resolution.  The corporation shall cease to carry on its business, except as necessary for the winding up thereof, upon the filing by the commission of a statement of intent to dissolve.  However, the corporate existence shall continue until a certificate of dissolution has been issued by the commission or until a decree dissolving the corporation has been entered by a court of competent jurisdiction as provided in the Business Corporation Act.

The corporation shall immediately cause notice thereof to be mailed to each known creditor of the corporation, after the filing by the commission of a statement of intent to dissolve.  Thereafter, the corporation shall proceed to collect its assets, convey and dispose of such of its properties, and after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets among its shareholders according to their respective rights and interests.  Moreover, at any time during the liquidation of its business and affairs, the corporation may make application to have the liquidation continued under the supervision of the court as provided in the Business Corporation Act, to a court of competent jurisdiction within the county in which the registered office or principal place of business of the corporation is situated.  The articles of dissolution shall be executed by the corporation by an authorized officer, if voluntary dissolution proceedings have not been revoked.  An original of articles of dissolution together with a copy, shall be delivered to the commission.  If the commission finds that the articles of dissolution conform to law, that the corporation has complied with the Tax Administration, and has paid all contributions required by the Unemployment Compensation Law, it shall issue a certificate of dissolution.  The existence of the corporation shall cease upon the issuance of the certificate of dissolution, except for the purpose of suits and other proceedings as provided in the Business Corporation Act.


Inside New Mexico Voluntary Corporate Dissolution Law