The dissolution of a corporation does not take away or impair any remedy available to or against the corporation, its directors, officers or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution and any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors and officers may take such corporate or other action as appropriate to protect the remedy, right or claim.

History: 1953 Comp., § 51-29-24, enacted by Laws 1967, ch. 81, § 102.

Compiler's notes. — This section is derived from Section 104 of the ABA Model Business Corporation Act.

Incorporating state's law controls. — Even though New Mexico has not specifically decided whether a corporate survival statute is procedural or substantive, New Mexico supreme court rule and New Mexico statutes indicate that the law of the state of incorporation applies. Smith v. Halliburton Co., 1994-NMCA-055, 118 N.M. 179, 879 P.2d 1198.

Where corporate lessor covenanted to repay lessee for improvements on leased premises if lessee vacated premises, and lessor conveyed premises to stockholders who owned all but one share of stock, there was sufficient privity between parties to contract for repayment of improvements to bind stockholders and make them liable for repayment when lessee vacated premises. Heyde v. State Sec., Inc., 1958-NMSC-009, 63 N.M. 395, 320 P.2d 747(decided under former law).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2838 to 2846.

Availability of and time for bringing action against former director, officer, or stockholder in dissolved corporation for personal injuries incurred after final dissolution, 20 A.L.R.4th 414.

Liability of dissolved corporation or corporation that forfeited charter in action pursuant to Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA)(42 USCS §§ 9601-9675), 123 A.L.R. Fed. 461.

19 C.J.S. Corporations §§ 861 to 882.