Whenever a foreign corporation authorized to transact business in this state is a party to a statutory merger or conversion permitted by the laws of the state or country under the laws of which it is incorporated, it shall, within thirty days after the merger or conversion becomes effective, file with the commission [secretary of state] a copy of the articles of merger or conversion duly authenticated by the proper officer of the state or country under the laws of which the statutory merger or conversion was effected. It is not necessary for the corporation to procure either a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed thereby or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to transact in this state or unless the surviving corporation is to transact business in New Mexico but has not procured a certificate of authority to transact business in this state.
History: 1953 Comp., § 51-30-12, enacted by Laws 1967, ch. 81, § 114; 1983, ch. 304, § 67; 2001, ch. 200, § 69.
Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
Compiler's notes. — This section is derived from Section 117 of the ABA Model Business Corporation Act.
The 2001 amendment, effective July 1, 2001, inserted "or conversion" following "merger" in the section heading and throughout the section text.
The 1983 amendment, effective June 17, 1983, deleted "and the corporation is the surviving corporation" following "incorporated" in the first sentence and added "or unless . . . in this state" at the end of the last sentence.
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