All the issued or all the outstanding shares of one or more classes of any domestic corporation may be acquired through the exchange of all such shares of such class or classes by another domestic corporation pursuant to a plan of exchange approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by resolution adopted by each such board, approve a plan of exchange setting forth:

A. the name of the corporation the shares of which are proposed to be acquired by exchange and the name of the corporation to acquire the shares of such corporation in the exchange, which is hereinafter designated as the acquiring corporation;

B. the terms and conditions of the proposed exchange;

C. the manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring corporation or any other corporation, or, in whole or in part, for cash or other property; and

D. such other provisions with respect to the proposed exchange as are deemed necessary or desirable.

The procedure authorized by this section shall not be deemed to limit the power of a corporation to acquire all or part of the shares of any class or classes of a corporation through a voluntary exchange or otherwise by agreement with the shareholders.

History: 1978 Comp., § 53-13-13, enacted by Laws 1983, ch. 304, § 53.

Repeals and reenactments. — Laws 1983, ch. 304, § 53, repealed former 53-13-13 NMSA 1978, relating to special provisions relating to surplus and reserves, and enacted a new section.