SENATE BILL 604

52nd legislature - STATE OF NEW MEXICO - first session, 2015

INTRODUCED BY

John Arthur Smith

AN ACT

RELATING TO CORPORATIONS; PROVIDING FOR THE REINSTATEMENT OF A NONPROFIT CORPORATION THAT HAS BEEN ADMINISTRATIVELY REVOKED.

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

     SECTION 1. Section 53-8-54 NMSA 1978 (being Laws 1975, Chapter 217, Section 54, as amended) is amended to read:

     "53-8-54. ISSUANCE OF CERTIFICATE OF REVOCATION--REINSTATEMENT.--

          A. Upon revoking a certificate of incorporation, the [commission] secretary of state shall:

                (1) issue a certificate of revocation in duplicate;

                (2) file one of the certificates in its office; and

                (3) mail to the corporation at the corporation's mailing address as shown in the most recent corporate report filed with the [commission] secretary of state a notice of the revocation accompanied by one of the certificates.

          B. Upon the issuance of a certificate of revocation, the authority of the corporation to conduct affairs in New Mexico ceases.

          C. Except as provided in Subsection D of this section, a corporation administratively revoked under Section 53-8-53 NMSA 1978 may apply to the [commission] secretary of state for reinstatement within two years after the effective date of revocation. The application shall:

                (1) recite the name of the corporation and the effective date of its administrative revocation;

                (2) state that the ground or grounds for revocation either did not exist or have been eliminated; and

                (3) state that the corporation's name satisfies the requirements of Section 53-8-7 NMSA 1978.

          D. A corporation administratively revoked under Section 53-8-53 NMSA 1978 may apply to the secretary of state for reinstatement beyond two years after the effective date of revocation if more time is necessary to complete a merger, consolidation or liquidation of the corporation's assets and affairs. The application shall:

                (1) recite the name of the corporation and the effective date of its administrative revocation;

                (2) state that the ground or grounds for revocation either did not exist or have been eliminated; and

                (3) state that the corporation's name satisfies the requirements of Section 53-8-7 NMSA 1978.

          [D.] E. If the [commission] secretary of state determines that the application contains the information required by Subsection C or D of this section and that the information is correct, it shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites its determination and the effective date of reinstatement, file the original of the certificate and serve a copy on the corporation.

          [E.] F. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred."

     SECTION 2. EFFECTIVE DATE.--The effective date of the provisions of this act is July 1, 2015.

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