44th legislature - STATE OF NEW MEXICO - second session, 2000

RELATING TO CORPORATIONS; AMENDING FILING REQUIREMENTS FOR CORPORATIONS.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:

Section 1. Section 53-4-5 NMSA 1978 (being Laws 1939, Chapter 164, Section 5, as amended by Laws 1993, Chapter 311, Section 3 and also by Laws 1993, Chapter 318, Section 1) is amended to read:

"53-4-5. ARTICLES OF INCORPORATION--CONTENTS.--Articles of incorporation shall be signed by each of the incorporators and acknowledged by at least three of them, if natural persons, and by the presidents and secretaries, if associations, before an officer authorized to take acknowledgments. Within the limitations set forth in Chapter 53, Article 4 NMSA 1978, the articles shall contain:

A. a statement as to the purpose for which the association is formed;

B. the name of the association, which shall include the word "cooperative";

C. the term of existence of the association, which may be perpetual;

D. the location and address of the principal office of the association;

E. the names and addresses of the incorporators of the association;

F. the names and addresses of the directors who shall manage the affairs of the association for the first year, unless sooner changed by the members;

G. a statement of whether the association is organized with or without shares and the number of shares or memberships subscribed for;

H. if organized with shares, the amount of authorized capital, the number and types of shares and the par value thereof, which may be placed at any figure, and the rights, preferences and restrictions of each type of share;

I. the minimum number of shares that [must] shall be owned in order to qualify for membership;

J. the maximum amount or percentage of capital that may be owned or controlled by any member; [and]

K. the method by which any surplus, upon dissolution of the association, shall be distributed in conformity with the requirements of Section 53-4-36 NMSA 1978 for division of such surplus; and

L. the name and address of its registered agent and registered office for service of process in this state.

The articles may also contain any other provisions not inconsistent with Chapter 53, Article 4 NMSA 1978."

Section 2. Section 53-5-2 NMSA 1978 (being Laws 1978, Chapter 9, Section 1, as amended) is amended to read:

"53-5-2. CORPORATE AND SUPPLEMENTAL REPORTS.--

A. Pursuant to rules [and regulations which] that the [state corporation commission shall adopt] public regulation commission adopts in order to implement this section, every domestic or foreign corporation [which] that is not exempted shall file in the office of the [state corporation] commission within thirty days after the date on which its certificate of incorporation or its certificate of authority, as the case may be, is issued by the commission, and [biannually] biennially thereafter on or before the fifteenth day of the third month following the end of its taxable year, a corporate report in the form prescribed and furnished to the corporation, not less than thirty days prior to such reporting date, by the commission, and signed and sworn to by the chairman of the board, president, vice president, secretary, principal accounting officer or authorized agent of the corporation, showing among other information prescribed by the commission:

(1) the current status of:

(a) the name of the corporation;

(b) the mailing address and: 1) street address if within a municipality; or 2) rural route number and box number, or the geographical location, using well-known landmarks, if outside a municipality, of its registered office in this state and the name of the agent upon whom process against the corporation may be served;

(c) the names and addresses of all the directors and officers of the corporation and when the term of office of each expires;

(d) the character of its business and the address of its principal place of business within the state and, if a foreign corporation, the address of its registered office in the state or country under the laws of which it is incorporated and the principal office of the corporation, if different from the registered office; and

(e) the date for the next annual meeting of the shareholders for the election of directors; and

(2) the corporation's taxpayer identification number issued by the revenue processing division of the taxation and revenue department.

B. When the [state corporation] public regulation commission receives a report required to be filed by a corporation under the Corporate Reports Act, it shall determine if the report conforms to the requirements of this section. If the commission finds that the report conforms, it shall be filed. If the commission finds that the report does not conform, it shall promptly return the report to the corporation for any necessary corrections, in which event the penalties prescribed in the Corporate Reports Act for failure to file the report in the time provided shall not apply if the report is corrected and returned to the commission within thirty days from the date on which it was mailed to the corporation by the commission.

C. The [state corporation] public regulation commission may refuse to file a corporate report or a supplemental report received from a corporation [which] that has not paid all fees, including penalties and interest due and payable to the commission at the time of filing. However, if the corporation and the commission are engaged in any adversary proceeding over the assessment of any fees or franchise taxes, the commission shall file the report of the corporation upon its submission to the commission.

D. A supplemental report shall be filed with the [state corporation] public regulation commission within thirty days if, after the filing of the corporate report required under the Corporate Reports Act, a change is made in:

[(1) the name of the corporation;

(2)] (1) the mailing address, street address, rural route number, box number or the geographical location of its registered office in this state and the name of the agent upon whom process against the corporation may be served;

[(3)] (2) the name or address of any of the directors or officers of the corporation or the date when the term of office of each expires; or

[(4) the character of its business and] (3) its principal place of business within or without the state."

Section 3. Section 53-8-2 NMSA 1978 (being Laws 1975, Chapter 217, Section 2, as amended) is amended to read:

"53-8-2. DEFINITIONS.--As used in the Nonprofit Corporation Act, unless the context otherwise requires:

A. "corporation" or "domestic corporation" means a nonprofit corporation subject to the provisions of the Nonprofit Corporation Act, except a foreign corporation;

B. "foreign corporation" means a nonprofit corporation organized under laws other than the laws of New Mexico for a purpose for which a corporation may be organized under the Nonprofit Corporation Act;

C. "nonprofit corporation" means a corporation no part of the income or profit of which is distributable to its members, directors or officers;

D. "articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger;

E. "bylaws" means the code of rules adopted for the regulation or management of the affairs of the corporation, irrespective of the name by which such rules are designated;

F. "member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws;

G. "board of directors" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated;

H. "insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs;

I. "commission" or "corporation commission" means the public regulation commission or its delegate;

J. "address" means:

(1) the mailing address and the street address, if within a municipality; or

(2) the mailing address and a rural route number and box number, if any, or the geographical location, using well-known landmarks, if outside a municipality;

[K. "duplicate original" means a document that is signed or executed in duplicate;

L.] K. "delivery" means:

(1) if personally served, the date documentation is received by the corporations bureau of the commission; and

(2) if mailed to the commission, the date of the postmark plus three days, upon proof thereof by the party delivering the documentation; and

[M.] L. "person" includes individuals, partnerships, corporations and other associations."

Section 4. Section 53-8-9 NMSA 1978 (being Laws 1975, Chapter 217, Section 9, as amended) is amended to read:

"53-8-9. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT.--

A. A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the [corporation] commission a statement setting forth:

(1) the name of the corporation;

(2) the address of its then registered office;

(3) if the address of its registered office be changed, the address to which the registered office is to be changed;

(4) the name of its then registered agent;

(5) if its registered agent be changed:

(a) the name of its successor registered agent; and

(b) [an affidavit] a statement executed by the successor registered agent [in which he acknowledges his] acknowledging acceptance of the appointment [by the filing corporation as its registered agent] if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the successor registered agent in which the officer acknowledges the corporation's acceptance of the appointment [by the filing corporation as its registered agent] if the agent is a corporation;

(6) that the address of its registered office and the address of the office of its registered agent, as changed, will be identical; and

(7) that such change was authorized by resolution duly adopted by its board of directors.

B. The statement under the provisions of Subsection A of this section shall be executed by the corporation by [its president or a vice president] an authorized officer and delivered to the [corporation] commission. If the [corporation] commission finds that the statement conforms to the provisions of the Nonprofit Corporation Act, it shall file the statement [in the office of the corporation commission] and upon such filing, the change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective.

C. Any registered agent of a corporation may resign as agent upon filing a written notice thereof [executed in duplicate] with the [corporation] commission, which shall forthwith mail a copy [thereof] of the notice to the corporation in care of an officer, who is not the resigning registered agent, at the address of the officer as shown by the most recent annual report of the corporation. The appointment of the agent shall terminate upon the expiration of thirty days after receipt of the notice by the [corporation] commission."

Section 5. Section 53-8-13 NMSA 1978 (being Laws 1975, Chapter 217, Section 13) is amended to read:

"53-8-13. MEETINGS OF MEMBERS.--

A. Meetings of members shall be held at such place, either within or without New Mexico as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the [registered office] principal place of business of the corporation [in New Mexico].

B. An annual meeting of the members shall be held at such time as may be provided in the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any member, order a meeting to be held. However, failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

C. Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting."

Section 6. Section 53-8-32 NMSA 1978 (being Laws 1975, Chapter 217, Section 32, as amended) is amended to read:

"53-8-32. FILING OF ARTICLES OF INCORPORATION.--

A. [Duplicate originals] An original of the articles of incorporation together with a copy, which may be signed, photocopied or conformed, and [an affidavit] a statement executed by the designated registered agent [in which he acknowledges his] acknowledging acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the designated registered agent in which the officer acknowledges the corporation's acceptance of the appointment [by the filing corporation] as its registered agent, if the agent is a corporation, shall be delivered to the [corporation] commission. If the commission finds that the articles of incorporation and the [affidavit] acceptance statement conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing [thereof];

(2) file [one of the duplicate originals and the affidavit] the original and the acceptance statement in the office of the [corporation] commission; and

(3) issue a certificate of incorporation [to which shall be affixed the other duplicate original] with the filed-stamped copy of the articles of incorporation.

B. The certificate of incorporation, together with the [duplicate original] filed-stamped copy of the articles of incorporation, [affixed thereto by the corporation commission] shall be returned to the incorporators or their representative."

Section 7. Section 53-8-37 NMSA 1978 (being Laws 1975, Chapter 217, Section 37) is amended to read:

"53-8-37. ARTICLES OF AMENDMENT.--The articles of amendment shall be executed [in duplicate] by the corporation by [its president or a vice president and by its secretary or assistant secretary] an authorized officer and shall set forth:

A. the name of the corporation;

B. the amendment so adopted;

C. if there are members entitled to vote thereon:

(1) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting and that the amendment received at least two-thirds of the votes [which] that members present at the meeting or represented by proxy were entitled to cast; or

(2) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and

D. if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted and a statement of the fact that the amendment received the vote of a majority of the directors in office."

Section 8. Section 53-8-38 NMSA 1978 (being Laws 1975, Chapter 217, Section 38, as amended) is amended to read:

"53-8-38. EFFECTIVENESS OF AMENDMENT.--

A. [Duplicate originals] An original of the articles of amendment together with a copy, which may be signed, photocopied or conformed, shall be delivered to the [corporation] commission. If the commission finds that the articles of amendment conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:

(1) endorse on [each of the duplicate originals] the original and the copy the word "filed" and the month, day and year of the filing [thereof];

(2) file [one of the duplicate originals] the original in the office of the [corporation] commission; and

(3) issue a certificate of amendment to which it shall [be affixed the other duplicate original] affix the filed-stamped copy of the articles of amendment.

B. The certificate of amendment together with the [duplicate original] filed-stamped copy of the articles of amendment [affixed thereto by the corporation commission] shall be returned to the corporation or its representative.

C. Unless the [corporation] commission disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the [corporation] commission, or on such later date, but not more than thirty days [subsequent to the] after delivery [thereof] to the [corporation] commission, as [shall be] provided for in the articles of amendment.

D. No amendment shall affect any existing cause of action in favor of or against the corporation, or any pending action to which the corporation shall be a party or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against the corporation under its former name shall abate for that reason."

Section 9. Section 53-8-39 NMSA 1978 (being Laws 1975, Chapter 217, Section 39) is amended to read:

"53-8-39. RESTATED ARTICLES OF INCORPORATION.--

A. A domestic corporation may at any time restate its articles of incorporation as amended.

B. Upon approval by a majority of the directors in office, restated articles of incorporation shall be executed [in duplicate] by the corporation by [its president or vice president and by its secretary or assistant secretary] an authorized officer and shall set forth:

(1) the name of the corporation;

(2) the period of its duration;

(3) the purpose or purposes [which] that the corporation is authorized to pursue; and

(4) any other provisions, not inconsistent with law, which are then set forth in the articles of incorporation as amended, except that it shall not be necessary to set forth in the restated articles of incorporation the registered office of the corporation, its registered agent, its directors or its incorporators.

C. The restated articles of incorporation shall state that they correctly set forth the provisions of the articles of incorporation as amended, that they have been duly approved as required by law and that they supersede the original articles of incorporation and all amendments thereto.

D. [Duplicate originals] An original of the restated articles of incorporation together with a copy, which may be signed, photocopied or conformed, shall be delivered to the [corporation] commission. If the commission finds that the restated articles conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing [thereof];

(2) file [one of the duplicate originals] the original in the office of the [corporation] commission; and

(3) issue a restated certificate of incorporation [to which shall be affixed the other duplicate original] with the filed-stamped copy of the restated articles of incorporation.

E. The restated certificate of incorporation, together with the [duplicate original] filed-stamped copy of the restated articles of incorporation [affixed thereto by the corporation commission] shall be returned to the corporation or its representative.

F. Upon the issuance of the restated certificate of incorporation by the [corporation] commission, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto."

Section 10. Section 53-8-43 NMSA 1978 (being Laws 1975, Chapter 217, Section 43) is amended to read:

"53-8-43. ARTICLES OF MERGER OR CONSOLIDATION.--

A. Upon approval, articles of merger or articles of consolidation shall be executed [in duplicate by each corporation by its president or vice president and by its secretary or an assistant secretary] by an authorized officer and shall set forth:

(1) the plan of merger or the plan of consolidation;

(2) if the members of any merging or consolidating corporation are entitled to vote thereon, then as to each corporation:

(a) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting and that the plan received at least two-thirds of the votes [which] that members present at the meeting or represented by proxy were entitled to cast; or

(b) a statement that such amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and

(3) if any merging or consolidating corporation has no members, or no members entitled to vote thereon, then as to each corporation a statement of that fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.

B. [Duplicate originals] An original of the articles of merger or articles of consolidation together with a copy, which may be signed, photocopied or conformed, shall be delivered to the [corporation] commission. If the commission finds that the articles conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing [thereof];

(2) file [one of the duplicate originals] the original in the office of the [corporation] commission; and

(3) issue a certificate of merger or a certificate of consolidation to which it shall [be affixed] affix the [other duplicate original] filed-stamped copy.

C. The certificate of merger or certificate of consolidation, together with the [duplicate original] filed-stamped copy of the articles of merger or articles of consolidation [affixed thereto by the corporation commission] shall be returned to the surviving or new corporation or its representative."

Section 11. Section 53-8-52 NMSA 1978 (being Laws 1975, Chapter 217, Section 52) is amended to read:

"53-8-52. FILING OF ARTICLES OF DISSOLUTION.--

A. [Duplicate originals] An original of the articles of dissolution together with a copy, which may be signed, photocopied or conformed, shall be delivered to the [corporation] commission. If the commission finds that such articles of dissolution conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing [thereof];

(2) file [one of the duplicate originals in the office of] the original with the [corporation] commission; and

(3) issue a certificate of dissolution to which it shall [be affixed the other duplicate original] affix the filed-stamped copy.

B. The certificate of dissolution together with the [duplicate original of the articles of dissolution affixed thereto by the corporation commission] filed-stamped copy shall be returned to the representative of the dissolved corporation. Upon the issuance of a certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in the Nonprofit Corporation Act."

Section 12. Section 53-8-68 NMSA 1978 (being Laws 1975, Chapter 217, Section 68, as amended) is amended to read:

"53-8-68. APPLICATION FOR CERTIFICATE OF AUTHORITY.--

A. A foreign corporation, in order to procure a certificate of authority to conduct affairs in New Mexico, shall make application to the [corporation] commission, which application shall set forth:

(1) the name of the corporation and the state or country under the laws of which it is incorporated;

(2) the date of incorporation and the period of duration of the corporation;

(3) the address of the registered office of the corporation 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;

(4) the address of the proposed registered office of the corporation in New Mexico and the name of its proposed registered agent in this state at such address;

(5) the purpose or purposes of the corporation, which it proposes to pursue in conducting its affairs in New Mexico;

(6) the names and respective addresses of the directors and officers of the corporation; and

(7) such additional information as may be necessary or appropriate in order to enable the [corporation] commission to determine whether the corporation is entitled to a certificate of authority to conduct affairs in New Mexico.

B. The application shall be made on forms prescribed and furnished by the [corporation] commission and shall be executed [in duplicate] by an authorized officer of the corporation [by its president or a vice president and by its secretary or an assistant secretary]."

Section 13. Section 53-8-69 NMSA 1978 (being Laws 1975, Chapter 217, Section 69, as amended) is amended to read:

"53-8-69. FILING OF APPLICATION FOR CERTIFICATE OF AUTHORITY.--

A. [Duplicate originals] An original together with a copy, which may be signed, photocopied or conformed, of the application of the corporation for a certificate of authority, a certificate of good standing and compliance issued by the appropriate official of the state or country under the laws of which the corporation is incorporated; and [an affidavit] a statement executed by the designated registered agent [in which he acknowledges his] acknowledging acceptance of the appointment [by the filing corporation as its registered agent] if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the designated registered agent, in which the officer acknowledges the corporation's acceptance of the appointment [by the filing corporation as its registered agent] if the agent is a corporation, shall be delivered to the [corporation] commission.

B. If the [corporation] commission finds that the application and the [affidavit] statement conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act:

(1) endorse on each of the documents the word "filed" and the month, day and year of the filing thereof;

(2) file in the office of the [corporation] commission the [duplicate originals] original of the application and the [affidavit] required statement; and

(3) issue a certificate of authority to conduct affairs in New Mexico to which it shall [be affixed the other duplicate original application] affix the filed-stamped copy.

C. The certificate of authority, together with the [duplicate original] filed-stamped copy of the application affixed thereto by the [corporation] commission, shall be returned to the corporation or its representative."

Section 14. Section 53-8-72 NMSA 1978 (being Laws 1975, Chapter 217, Section 72, as amended) is amended to read:

"53-8-72. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF FOREIGN CORPORATION.--

A. A foreign corporation authorized to conduct affairs in New Mexico may change its registered office or change its registered agent, or both, upon filing in the office of the [corporation] commission a statement setting forth:

(1) the name of the corporation;

(2) the address of its then registered office;

(3) if the address of its registered office is changed, the address to which the registered office is to be changed;

(4) the name of its registered agent;

(5) if its registered agent [be] is changed:

(a) the name of its successor registered agent; and

(b) [an affidavit] a statement executed by the successor registered agent [in which he acknowledges his] acknowledging acceptance of the appointment [by the filing corporation] as its registered agent, if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the successor registered agent in which the officer acknowledges the corporation's acceptance of the appointment [by the filing corporation] as its registered agent, if the agent is a corporation;

(6) that the address of its registered office and the address of the office of its registered agent, as changed, will be identical; and

(7) that such change was authorized by resolution duly adopted by its board of directors.

B. Such statement shall be executed by the corporation by [its president or a vice president] an authorized officer and delivered to the [corporation] commission. If the commission finds that such statement conforms to the provisions of the Nonprofit Corporation Act, it shall file the statement in its office, and upon such filing, the change of address of the registered office or the appointment of a new registered agent, or both, shall become effective.

C. Any registered agent in New Mexico appointed by a foreign corporation may resign as agent upon filing a written notice [executed in duplicate] with the [corporation] commission who shall mail a copy to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent annual report. The appointment of an agent shall terminate upon the expiration of thirty days after receipt of such notice by the [corporation] commission.

D. If a registered agent changes his or its business address to another place within the same county, he or it may change such address and the address of the registered office of any corporations of which he or it is the registered agent by filing a statement as required above except that it need be signed only by the registered agent and need not be responsive to the provisions of Paragraphs (5) and (7) of Subsection A of this section and must recite that a copy of the statement has been mailed to each such corporation."

Section 15. Section 53-8-77 NMSA 1978 (being Laws 1975, Chapter 217, Section 77) is amended to read:

"53-8-77. WITHDRAWAL OF FOREIGN CORPORATION.--

A. A foreign corporation authorized to conduct affairs in New Mexico may withdraw from this state upon procuring from the [corporation] commission a certificate of withdrawal. In order to procure the certificate of withdrawal, the foreign corporation shall deliver to the commission 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; and

(5) a post office address to which the corporation commission may mail a copy of any process against the corporation that may be served on him.

B. The application for withdrawal shall be made on forms prescribed and furnished by the [corporation] commission and shall be executed by the corporation by [its president or a vice president and by its secretary or an assistant secretary] an authorized officer 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."

Section 16. Section 53-8-78 NMSA 1978 (being Laws 1975, Chapter 217, Section 78) is amended to read:

"53-8-78. FILING OF APPLICATION FOR WITHDRAWAL.--

A. [Duplicate originals] An original together with a copy, which may be signed, photocopied or conformed, of the application for withdrawal shall be delivered to the [corporation] commission. If the commission finds that the application conforms to the provisions of the Nonprofit Corporation Act, it shall, when all fees have been paid as prescribed in that act:

(1) endorse [on each of the duplicate originals] the original and copy with the word "filed" and the month, day and year of the filing thereof;

(2) file [one of the duplicate originals] the original in the office of the [corporation] commission; and

(3) issue a certificate of withdrawal to which it shall [be affixed the other duplicate original] affix the filed-stamped copy.

B. The certificate of withdrawal together with [the duplicate original of the application for withdrawal affixed thereto by the corporation commission] the filed-stamped copy of the application affixed shall be returned to the corporation or its [representative] registered agent. Upon the issuance of the certificate of withdrawal, the authority of the corporation to conduct affairs in New Mexico shall cease."

Section 17. Section 53-8-83 NMSA 1978 (being Laws 1975, Chapter 217, Section 83, as amended) is amended to read:

"53-8-83. FILING OF ANNUAL REPORT--INITIAL REPORT--SUPPLEMENTAL REPORT--EXTENSION OF TIME.--

A. The annual report of a domestic or foreign corporation shall be delivered to the [corporation] commission on or before the fifteenth day of the fifth month following the end of its taxable year, except that the first annual report of a domestic or foreign corporation shall be filed within thirty days of the date on which its certificate of incorporation or its certificate of authority [as the case may be] was issued by the [corporation] commission.

B. A supplemental report shall be filed with the commission within thirty days if, after the filing of the annual report required under the Nonprofit Corporation Act, a change is made in:

[(1) the name of the corporation;

(2)] (1) the mailing address, street address or the geographical location of its registered office in this state and the name of the agent upon whom process against the corporation may be served;

[(3)] (2) the name or address of any of the directors or officers of the corporation or the date when the term of office of each expires; or

[(4) the character of its business and] (3) its principal place of business within or without the state.

C. Proof to the satisfaction of the commission that prior to the due date of any report required by Subsection A or B of this section the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, shall be deemed compliance with the requirements of this section. If the commission finds that the report conforms to the requirements of the Nonprofit Corporation Act, it shall file the same. If the commission finds that it does not so conform, it shall promptly return the report to the corporation for any necessary corrections, in which event the penalties prescribed for failure to file the report within the time provided shall not apply, if the report is corrected to conform to the requirements of the Nonprofit Corporation Act and returned to the commission within thirty days from the date on which it was mailed to the corporation by the commission.

D. The commission may, upon application by the nonprofit corporation and for good cause shown, extend, for no more than a total of twelve months, the date on which any return required by the provisions of the Nonprofit Corporation Act must be filed or the date on which the payment of any fee is required, but no extension shall prevent the accrual of interest as otherwise provided by law. The commission shall, when an extension of time has been granted a nonprofit corporation under the United States Internal Revenue Code of 1986 for the time in which to file a return, grant the corporation the same extension of time to file the required return and to pay the required fees, provided that a copy of the approved federal extension of time is attached to the corporation's report, and provided further that no such extension shall prevent the accrual of interest as otherwise provided by law.

E. Nothing contained in this section shall prevent the collection of any fee, penalty or interest due upon the failure of any corporation to submit the required report.

F. No annual or supplemental report required to be filed under this section shall be deemed to have been filed if the fees accompanying the report have been paid by check and [which] the check is dishonored upon presentation."

Section 18. Section 53-11-2 NMSA 1978 (being Laws 1967, Chapter 81, Section 2, as amended) is amended to read:

"53-11-2. DEFINITIONS.--As used in the Business Corporation Act, unless the text otherwise requires:

A. "corporation" or "domestic corporation" means a corporation for profit subject to the provisions of the Business Corporation Act, except a foreign corporation;

B. "foreign corporation" means a corporation for profit organized under laws other than the laws of this state for a purpose for which a corporation may be organized under the Business Corporation Act;

C. "articles of incorporation" means the original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger;

D. "shares" means the units into which the proprietary interests in a corporation are divided;

E. "subscriber" means one who subscribes for shares in a corporation, whether before or after incorporation;

F. "shareholder" means one who is a holder of record of shares in a corporation;

G. "authorized shares" means the shares of all classes [which] that the corporation is authorized to issue;

H. "annual report" means the corporate report required by the Corporate Reports Act;

I. "distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness, by a corporation to or for the benefit of any of its shareholders in respect of any of its shares, whether by dividend or by purchase redemption or other acquisition of its shares, or otherwise;

J. "franchise tax" means the franchise tax imposed by the Corporate Income and Franchise Tax Act;

K. "fees" means the fees imposed by Section 53-2-1 NMSA 1978;

L. "commission" means the public regulation commission or its delegate;

M. "address" means:

(1) the mailing address and the street address, if within a municipality; or

(2) the mailing address and a rural route number and box number, if any, or the geographical location, using well-known landmarks, if outside a municipality;

[N. "duplicate original" means a document that is signed or executed in duplicate;

O.] N. "delivery" means:

(1) if personally served, the date on which the documentation is received by the corporations bureau of the commission; and

(2) if mailed, the date of the postmark plus three days, upon proof thereof by the party delivering the documentation; and

[P.] O. "person" includes individuals, partnerships, corporations and other associations."

Section 19. Section 53-11-13 NMSA 1978 (being Laws 1967, Chapter 81, Section 12, as amended) is amended to read:

"53-11-13. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT.--

A. A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the commission a statement setting forth:

(1) the name of the corporation;

(2) the address of its then registered office;

(3) if the address of its registered office is to be changed, the address to which the registered office is to be changed;

(4) the name of its then registered agent;

(5) if its registered agent is to be changed:

(a) the name of its successor registered agent; and

(b) [an affidavit] a statement executed by the successor registered agent [in which he acknowledges] acknowledging his acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the successor registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation; and

(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

B. The statement shall be executed by the corporation by [its president or a vice president, and verified by him] an authorized officer and delivered to the commission. If the commission finds that the statement conforms to the provisions of the Business Corporation Act, it shall file the statement in its office, and, upon such filing, the change of address of the registered office or the appointment of a new registered agent, or both, as the case may be, becomes effective, and, upon filing, fulfills the requirement to file a supplemental report under Section [51-21-5 NMSA 1953] 53-5-5 NMSA 1978.

C. Any registered agent of a corporation may resign as such agent upon filing a written notice thereof [executed in duplicate] with the commission, which shall forthwith mail a copy thereof to the corporation at its principal place of business as shown on the records of the commission. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of the notice by the commission.

D. If a registered agent changes his or its business address to another place within the same county, he or it may change such address and the address of the registered office of any corporation of which he or it is the registered agent by filing a statement as required by this section except that it need be signed only by the registered agent and need not be responsive to Paragraph (5) of Subsection A of this section and [must] shall recite that a copy of the statement has been mailed to the corporation."

Section 20. Section 53-11-28 NMSA 1978 (being Laws 1967, Chapter 81, Section 27, as amended) is amended to read:

"53-11-28. MEETINGS OF SHAREHOLDERS.--

A. Meetings of shareholders may be held at any place within or without this state in accordance with the bylaws. If no other place is designated in, or fixed in accordance with, the bylaws, meetings shall be held at the [registered office] principal place of business of the corporation.

B. An annual meeting of the shareholders shall be held at the time designated in or fixed in accordance with the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any shareholder, order a meeting to be held.

C. Special meetings of the shareholders may be called by the board of directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting or such other persons as may be authorized in the articles of incorporation or the bylaws."

Section 21. Section 53-12-3 NMSA 1978 (being Laws 1967, Chapter 81, Section 51, as amended) is amended to read:

"53-12-3. FILING OF ARTICLES OF INCORPORATION.--

A. [Duplicate originals] An original of the articles of incorporation together with a copy, which may be signed, photocopied or conformed, and [an affidavit] a statement executed by the designated registered agent [in which he acknowledges] acknowledging his acceptance of the appointment [by the filing corporation] as its registered agent, if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the designated registered agent in which the officer acknowledges the corporation's acceptance of the appointment [by the filing corporation] as its registered agent, if the agent is a corporation, shall be delivered to the commission. If the commission finds that the articles of incorporation and the affidavit conform to law, it shall, when all fees and franchise taxes have been paid:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing thereof;

(2) file [one of the duplicate originals] the original and the [affidavit] statement in its office; and

(3) issue a certificate of incorporation to which it shall affix the [other duplicate original] filed-stamped copy.

B. The certificate of incorporation, together with the [duplicate original] filed-stamped copy of the articles of incorporation affixed thereto by the commission, shall be returned to the incorporators or their representative."

Section 22. Section 53-13-4 NMSA 1978 (being Laws 1967, Chapter 81, Section 58, as amended) is amended to read:

"53-13-4. ARTICLES OF AMENDMENT.--The articles of amendment shall be executed [in duplicate] by the corporation by [its chairman of the board, president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the articles] an authorized officer and shall set forth:

A. the name of the corporation;

B. the amendment so adopted;

C. the date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued;

D. the number of shares outstanding and the number of shares entitled to vote thereon and, if the shares of any class are entitled to vote thereon as a class, the designation and number of outstanding shares entitled to vote thereon of each class;

E. the number of shares voted for and against the amendment, respectively, and, if the shares of any class are entitled to vote thereon as a class, the number of shares of each class voted for and against the amendment, respectively, or if no shares have been issued, a statement to that effect; and

F. if the amendment provides for an exchange, reclassification or cancellation of issued shares and if the manner in which they shall be effected is not set forth in the amendment, then a statement of the manner in which they shall be effected."

Section 23. Section 53-13-7 NMSA 1978 (being Laws 1975, Chapter 64, Section 32, as amended) is amended to read:

"53-13-7. RESTATED ARTICLES OF INCORPORATION.--

A. A domestic corporation may at any time restate its articles of incorporation, as theretofore amended, by a resolution adopted by the board of directors.

B. Upon the adoption of such resolution, restated articles of incorporation shall be executed [in duplicate] by the corporation by [its president or a vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles] an authorized officer and shall set forth all of the operative provisions of the articles of incorporation as theretofore amended together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.

C. [Duplicate originals] An original of the restated articles of incorporation together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the restated articles of incorporation conform to law, it shall, when all fees have been paid:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing;

(2) file [one of the duplicate originals] the original in its office; and

(3) issue a restated certificate of incorporation to which it shall affix the [other duplicate original] filed-stamped copy.

D. The restated certificate of incorporation, together with the [duplicate original] filed-stamped copy of the restated articles of incorporation affixed thereto by the commission, shall be returned to the corporation or its representative. Unless the commission disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the restated articles of incorporation to the commission, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto."

Section 24. Section 53-13-8 NMSA 1978 (being Laws 1967, Chapter 81, Section 62, as amended) is amended to read:

"53-13-8. AMENDMENT OF ARTICLES OF INCORPORATION IN REORGANIZATION PROCEEDINGS.--

A. Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the articles of incorporation of the corporation may be amended, in the manner provided in this section, in as many respects as necessary to carry out the plan and put it into effect, so long as the articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment. In particular and without limitation upon general power of amendment, the articles of incorporation may be amended for such purpose to:

(1) change the corporate name, period of duration or corporate purposes of the corporation;

(2) repeal, alter or amend the bylaws of the corporation;

(3) change the aggregate number of shares or shares of any class [which] that the corporation has authority to issue;

(4) change the preferences, limitations and relative rights in respect of all or any part of the shares of the corporation and classify, reclassify or cancel all or any part thereof, whether issued or unissued;

(5) authorize the issuance of bonds, debentures or other obligations of the corporation, whether or not convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class, and fix the terms and conditions thereof; and

(6) constitute or reconstitute and classify or reclassify the board of directors of the corporation and appoint directors and officers in place of, or in addition to, all or any of the directors or officers then in office.

B. Amendments to the articles of incorporation pursuant to this section shall be made in the following manner:

(1) articles of amendment approved by decree or order of court shall be executed and verified [in duplicate] by the person the court designates or appoints for the purpose and shall set forth the name of the corporation, the amendments of the articles of incorporation approved by the court, the date of the decree or order approving the articles of amendment, the title of the proceedings in which the decree or order was entered and a statement that the decree or order was entered by a court having jurisdiction of the proceedings for the reorganization of the corporation pursuant to the provisions of an applicable statute of the United States;

(2) [duplicate originals] an original of the articles of amendment together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the articles of amendment conform to law, it shall, when all fees have been paid:

(a) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing;

(b) file [one of the duplicate originals] the original in its office; and

(c) issue a certificate of amendment to which it shall affix the [other duplicate original] filed-stamped copy; and

(3) the certificate of amendment, together with the [duplicate original] filed-stamped copy of the articles of amendment affixed thereto by the commission, shall be returned to the corporation or its representative. Unless the commission disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the commission or on such later date, not more than thirty days subsequent to the delivery thereof to the commission, as shall be provided for in the articles of amendment without any action thereon by the directors or shareholders of the corporation and with the same effect as if the amendments had been adopted by unanimous action of the directors and shareholders of the corporation."

Section 25. Section 53-14-4 NMSA 1978 (being Laws 1967, Chapter 81, Section 71, as amended) is amended to read:

"53-14-4. ARTICLES OF MERGER, CONSOLIDATION OR EXCHANGE.--

A. Upon receiving the approvals required by Sections 53-14-1, 53-14-2 and 53-14-3 NMSA 1978, articles of merger or articles of consolidation shall be executed [in duplicate] by each corporation by [its chairman of the board, president or a vice president and by its secretary or an assistant secretary and verified by one of the officers of each corporation signing the articles] an authorized officer and shall set forth:

(1) the plan of merger or the plan of consolidation;

(2) as to each corporation, either:

(a) the number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class; or

(b) a statement that the vote of shareholders is not required by virtue of Subsection D of Section 53-14-3 NMSA 1978;

(3) as to each corporation the approval of whose shareholders is required, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class voted for and against the plan, respectively; and

(4) as to the acquiring corporation in a plan of exchange, a statement that the adoption plan and performance of its terms were duly approved by its board of directors and such other requisite corporate action, if any, as may be required of it.

B. [Duplicate originals] An original of the articles of merger, consolidation or exchange together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the articles conform to law, it shall, when all fees have been paid:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing;

(2) file [one of the duplicate originals] the original in its office; and

(3) issue a certificate of merger, consolidation or exchange to which it shall affix the [other duplicate original] filed-stamped copy.

C. The certificate of merger, consolidation or exchange, together with the [duplicate original] filed-stamped copy of the articles affixed thereto by the commission, shall be returned to the surviving, new or acquiring corporation, as the case may be, or its representative."

Section 26. Section 53-14-5 NMSA 1978 (being Laws 1967, Chapter 81, Section 72, as amended) is amended to read:

"53-14-5. MERGER OF SUBSIDIARY CORPORATION.--

A. Any corporation owning at least ninety percent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall by resolution approve a plan of merger setting forth:

(1) the name of the subsidiary corporation and the name of the corporation owning at least ninety percent of its shares, which is hereinafter designated as the "surviving corporation"; and

(2) the manner and basis of converting the shares of the subsidiary corporation into shares, obligations or other securities of the surviving corporation or of any other corporation or, in whole or in part, into cash or other property.

B. A copy of the plan of merger shall be mailed to each shareholder of record of the subsidiary corporation.

C. Articles of merger shall be executed [in duplicate] by the surviving corporation by [its president or a vice president and by its secretary or an assistant secretary and verified by one of its officers signing the articles] an authorized officer and shall set forth:

(1) the plan of merger;

(2) the number of outstanding shares of each class of the subsidiary corporation and the number of such shares of each class owned by the surviving corporation; and (3) the date of the mailing to shareholders of the subsidiary corporation of a copy of the plan of merger.

D. On and after the thirtieth day after the mailing of a copy of the plan of merger to shareholders of the subsidiary corporation or upon the waiver thereof by the holders of all outstanding shares, [duplicate originals] an original of the articles of merger together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the articles conform to law, it shall, when all fees have been paid:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing;

(2) file [one of the duplicate originals] the original in its office; and

(3) issue a certificate of merger to which it shall affix the [other duplicate original] filed-stamped copy.

E. The certificate of merger, together with the [duplicate original] filed-stamped copy of the articles of merger affixed thereto by the commission, shall be returned to the surviving corporation or its representative."

Section 27. Section 53-16-1 NMSA 1978 (being Laws 1967, Chapter 81, Section 79, as amended) is amended to read:

"53-16-1. VOLUNTARY DISSOLUTION BY INCORPORATORS.--A corporation [which] that has not commenced business and [which] that has not issued any shares may be voluntarily dissolved by its incorporators at any time, in the following manner:

A. articles of dissolution shall be executed [in duplicate] by a majority of the incorporators [and verified by them] and shall set forth:

(1) the name of the corporation;

(2) the date of issuance of its certificate of incorporation;

(3) that none of its shares has been issued;

(4) that the corporation has not commenced business;

(5) that the amount, if any, actually paid in on subscriptions for its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto;

(6) that no debts of the corporation remain unpaid; and

(7) that a majority of the incorporators elect that the corporation be dissolved;

B. [duplicate originals] an original of the articles of dissolution together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the articles of dissolution conform to law and that the corporation has complied with the Tax Administration Act and has paid all contributions required by the Unemployment Compensation Law, it shall, when all fees and franchise taxes have been paid:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing;

(2) file [one of the duplicate originals] the original in its office; and

(3) issue a certificate of dissolution to which it shall affix the [other duplicate original] filed-stamped copy; and

C. the certificate of dissolution, together with the [duplicate original] filed-stamped copy of the articles of dissolution affixed thereto by the commission, shall be returned to the incorporators or their representative. Upon the issuance of the certificate of dissolution by the commission, the existence of the corporation shall cease."

Section 28. Section 53-16-2 NMSA 1978 (being Laws 1967, Chapter 81, Section 80) is amended to read:

"53-16-2. VOLUNTARY DISSOLUTION BY CONSENT OF SHAREHOLDERS.--A corporation may be voluntarily dissolved by the written consent of all of its shareholders. Upon the execution of such written consent, a statement of intent to dissolve shall be executed [in duplicate] by the corporation by [its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the statement] an authorized officer, which statement shall set forth:

A. the name of the corporation;

B. the names and respective addresses of its officers;

C. the names and respective addresses of its directors;

D. a copy of the written consent signed by all shareholders of the corporation; and

E. a statement that [such] the written consent has been signed by all shareholders of the corporation or signed in their names by their attorneys in fact thereunto duly authorized."

Section 29. Section 53-16-3 NMSA 1978 (being Laws 1967, Chapter 81, Section 81, as amended) is amended to read:

"53-16-3. VOLUNTARY DISSOLUTION BY ACT OF CORPORATION.--A corporation may be dissolved by the act of the corporation, when authorized in the following manner:

A. the board of directors shall adopt a resolution recommending that the corporation be dissolved and directing that the question of dissolution be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting;

B. written notice shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided in the Business Corporation Act for the giving of notice of meetings of shareholders and, whether the meeting is an annual or special meeting, shall state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation;

C. at the meeting, a vote of shareholders entitled to vote shall be taken on a resolution to dissolve the corporation. 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 thereon, unless any class of shares is entitled to vote thereon as a class, in which event the resolution shall be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon; and

D. upon the adoption of the resolution, a statement of intent to dissolve shall be executed [in duplicate] by the corporation by [its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the statement] an authorized officer, which statement shall set forth:

(1) the name of the corporation;

(2) the names and respective addresses of its officers;

(3) the names and respective addresses of its directors;

(4) a copy of the resolution adopted by the shareholders authorizing the dissolution of the corporation;

(5) the number of shares outstanding and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each such class; and

(6) the number of shares voted for and against the resolution, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each such class for and against the resolution, respectively."

Section 30. Section 53-16-7 NMSA 1978 (being Laws 1967, Chapter 81, Section 85) is amended to read:

"53-16-7. REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS BY CONSENT OF SHAREHOLDERS.--By the written consent of all of its shareholders, a corporation may, at any time prior to the issuance of a certificate of dissolution by the commission, revoke voluntary dissolution proceedings theretofore taken, in the following manner. Upon the execution of such written consent, a statement of revocation of voluntary dissolution proceedings shall be executed [in duplicate] by the corporation by [its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the statement] an authorized officer, which statement shall set forth:

A. the name of the corporation;

B. the names and respective addresses of its officers;

C. the names and respective addresses of its directors;

D. a copy of the written consent signed by all shareholders of the corporation revoking the voluntary dissolution proceedings; and

E. that the written consent has been signed by all shareholders of the corporation or signed in their names by their attorneys thereunto duly authorized."

Section 31. Section 53-16-8 NMSA 1978 (being Laws 1967, Chapter 81, Section 86, as amended) is amended to read:

"53-16-8. REVOCATION OF VOLUNTARY DISSOLUTION PROCEEDINGS BY ACT OF CORPORATION.--By the act of the corporation, a corporation may, at any time prior to the issuance of a certificate of dissolution by the commission, revoke voluntary dissolution proceedings theretofore taken, in the following manner:

A. the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing that the question of revocation be submitted to a vote at a special meeting of shareholders;

B. written notice stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided in the Business Corporation Act for the giving of notice of special meetings of shareholders;

C. at the meeting, a vote of the shareholders entitled to vote shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall require for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote thereon; and

D. upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings shall be executed [in duplicate] by the corporation by [its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the statement] an authorized officer, which statement shall set forth:

(1) the name of the corporation;

(2) the names and respective addresses of its officers;

(3) the names and respective addresses of its directors;

(4) a copy of the resolution adopted by the shareholders revoking the voluntary dissolution proceedings;

(5) the number of shares outstanding; and

(6) the number of shares voted for and against the resolution, respectively."

Section 32. Section 53-16-11 NMSA 1978 (being Laws 1967, Chapter 81, Section 89) is amended to read:

"53-16-11. ARTICLES OF DISSOLUTION.--If voluntary dissolution proceedings have not been revoked, then, when all debts, liabilities and obligations of the corporation have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution shall be executed [in duplicate] by the corporation by [its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the statement] an authorized officer, which statement shall set forth:

A. the name of the corporation;

B. that the commission has theretofore filed a statement of intent to dissolve the corporation and the date on which the statement was filed;

C. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;

D. that all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests; and

E. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any [judgement] judgment, order or decree [which] that may be entered against it in any pending suit."

Section 33. Section 53-16-12 NMSA 1978 (being Laws 1967, Chapter 81, Section 90) is amended to read:

"53-16-12. FILING OF ARTICLES OF DISSOLUTION.--

A. [Duplicate originals] An original of articles of dissolution together with a copy, which may be either signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the articles of dissolution conform to law and that the corporation has complied with the Tax Administration Act and has paid all contributions required by the Unemployment Compensation Law, it shall, when all fees and franchise taxes have been paid:

(1) endorse on [each of] the [duplicate originals] original and copy the word "filed" and the month, day and year of the filing;

(2) file [one of] the [duplicate originals] original and copy in its office; and

(3) issue a certificate of dissolution to which it shall affix the [other duplicate original] filed-stamped copy.

B. The certificate of dissolution, together with the [duplicate original] filed-stamped copy of the articles of dissolution affixed thereto by the commission, shall be returned to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers as provided in the Business Corporation Act."

Section 34. Section 53-17-5 NMSA 1978 (being Laws 1967, Chapter 81, Section 107, as amended) is amended to read:

"53-17-5. APPLICATION FOR CERTIFICATE OF AUTHORITY.--

A. A foreign corporation, in order to procure a certificate of authority to transact business in this state, shall make application [therefor] to the commission, which application shall set forth:

(1) the name of the corporation and the state or country under the laws of which it is incorporated;

(2) if the name of the corporation does not contain the word "corporation", "company", "incorporated" or "limited" or does not contain an abbreviation of one of these words, the name of the corporation with the word or abbreviation which it elects to add thereto for use in this state;

(3) the date of incorporation and the period of duration of the corporation;

(4) the address of the [principal] registered office of the corporation 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;

(5) the address of the proposed registered office of the corporation in this state and the name of its proposed registered agent in this state at such address;

(6) the purpose of the corporation [which] that it proposes to pursue in the transaction of business in this state;

(7) the names and respective addresses of the directors and officers of the corporation who have consented to serve;

(8) a statement of the aggregate number of shares [which] that the corporation has authority to issue, itemized by classes and by series, if any, within a class;

(9) a statement of the aggregate number of issued shares, itemized by class and by series, if any, within each class;

(10) an estimate expressed in dollars of:

(a) the gross amount of business [which] that will be transacted by it during its current fiscal year at or from places of business located in the state;

(b) the gross amount of business [which] that will be transacted by it during [such] its current fiscal year, wherever transacted;

(c) the value of all property to be owned by it and located in the state during [such] its current fiscal year; and

(d) the value of all property to be owned by it during [such] its current fiscal year, wherever located; and

(11) additional information necessary or appropriate in order to enable the commission to determine whether the corporation is entitled to a certificate of authority to transact business in this state and to determine and assess the fees and franchise taxes payable.

B. The application shall be made on forms prescribed by the commission and shall be executed [in duplicate] by the corporation by [its president or vice president and by its secretary or an assistant secretary and verified by one of the officers signing the application] an authorized officer."

Section 35. Section 53-17-6 NMSA 1978 (being Laws 1967, Chapter 81, Section 108, as amended) is amended to read:

"53-17-6. FILING OF APPLICATION FOR CERTIFICATE OF AUTHORITY.--

A. [Duplicate originals] An original of the application of the corporation for a certificate of authority together with a copy, which may be signed, photocopied or conformed; a certificate of good standing and compliance issued by the appropriate official of the state or country under the laws of which the corporation is incorporated; and [an affidavit] a statement executed by the designated registered agent [in which he acknowledges] acknowledging his acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the designated registered agent in which the officer acknowledges the corporation's acceptance of the appointment [by the filing corporation] as its registered agent, if the agent is a corporation, shall be delivered to the commission.

B. If the commission finds that the application and the affidavit conform to law, it shall, when all fees have been paid:

(1) endorse on [each of] the [documents] original and copy the word "filed" and the month, day and year of the filing;

(2) file in its office [one of] the [duplicate originals of the] original application, the [affidavit] statement and the copy of the articles of incorporation and amendments thereto; and

(3) issue a certificate of authority to transact business in this state to which it shall affix the [other duplicate original application] filed-stamped copy of the application for a certificate of authority.

C. The certificate of authority, together with the [duplicate original] filed-stamped copy of the application affixed thereto by the commission, shall be returned to the corporation or its representative."

Section 36. Section 53-17-10 NMSA 1978 (being Laws 1967, Chapter 81, Section 111, as amended) is amended to read:

"53-17-10. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF FOREIGN CORPORATION.--

A. A foreign corporation authorized to transact business in this state may change its registered office or change its registered agent, or both, upon filing in the office of the commission a statement setting forth:

(1) the name of the corporation;

(2) the address of its then-registered office;

(3) if the address of its registered office is changed, the address to which the registered office is to be changed;

(4) the name of its then-registered agent;

(5) if its registered agent is changed:

(a) the name of its successor registered agent; and

(b) [an affidavit] a statement executed by the successor registered agent [in which he asknowledges] acknowledging his acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or [an affidavit] a statement executed by [the president or vice president] an authorized officer of a corporation [which] that is the successor registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation; and

(6) that the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

B. The statement shall be executed by the corporation by [its president or a vice president and verified by him] an authorized officer and delivered to the commission. If the commission finds that the statement conforms to the provisions of the Business Corporation Act, it shall file the statement in its office, and upon the filing, the change of address of the registered office or the appointment of a new registered agent, or both, as the case may be, shall become effective.

C. Any registered agent of a foreign corporation may resign as agent upon filing a written notice thereof [executed in duplicate] with the commission, which shall forthwith mail a copy thereof to the corporation at its principal office in the state or country under the laws of which it is incorporated. The appointment of the agent shall terminate upon the expiration of thirty days after receipt of the notice by the commission.

D. If a registered agent changes his [or its] business address to another place within the same county, he [or it] may change the address and the address of the registered office of any corporations of which he [or it] is registered agent by filing a statement as required above, except that it need be signed only by the registered agent and need not be responsive to Paragraph (5) of Subsection A of this section and must recite that a copy of the statement has been mailed to each corporation."

Section 37. Section 53-17-15 NMSA 1978 (being Laws 1967, Chapter 81, Section 116, as amended) is amended to read:

"53-17-15. WITHDRAWAL OF FOREIGN CORPORATION.--

A. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the commission a certificate of withdrawal. In order to procure the certificate of withdrawal, the foreign corporation shall deliver to the commission 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 transacting business in this state;

(3) that the corporation surrenders its authority to transact business in this state;

(4) that the corporation revokes the authority of its registered agent in this state 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 transact business in this state may thereafter be made on the corporation by service thereof on the secretary of state;

(5) an address to which the secretary of state may mail a copy of any process against the corporation that may be served on it;

(6) a statement of the aggregate number of shares [which] that the corporation has authority to issue, itemized by class and by series, if any, within each class, as of the date of the application;

(7) a statement of the aggregate number of issued shares, itemized by class and by series, if any, within each class, as of the date of the application; and

(8) additional information as necessary or appropriate in order to enable the commission to determine and assess any unpaid fees or franchise taxes payable by the foreign corporation.

B. The application for withdrawal shall be made on forms prescribed by the commission and shall be executed by the corporation by [its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the application] an authorized officer 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 [and verified by him]."

Section 38. Section 53-17-16 NMSA 1978 (being Laws 1967, Chapter 81, Section 117) is amended to read:

"53-17-16. FILING OF APPLICATION FOR WITHDRAWAL.--

A. [Duplicate originals] An original of an application for withdrawal together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission. If the commission finds that the application conforms to the provisions of the Business Corporation Act and that the corporation has complied with the Tax Administration Act and has paid all contributions required by the Unemployment Compensation Law, it shall, when all fees and franchise taxes have been paid:

(1) endorse on [each of the duplicate originals] the original and copy the word "filed" and the month, day and year of the filing;

(2) file [one of the duplicate originals] the original in its office; and

(3) issue a certificate of withdrawal to which it shall affix the [other duplicate original] filed-stamped copy.

B. The certificate of withdrawal, together with the [duplicate original] filed-stamped copy of the application for withdrawal affixed thereto by the commission, shall be returned to the corporation or its representative. Upon the issuance of the certificate of withdrawal, the authority of the corporation to transact business in this state shall cease."