A. District courts shall have full power to liquidate the assets and affairs of a corporation:

(1) in an action by a member or director when it is made to appear that:

(a) the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or

(b) the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or

(c) the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or

(d) the corporate assets are being misapplied or wasted; or

(e) the corporation is unable to carry out its purposes;

(2) in an action by a creditor when:

(a) the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or

(b) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent; or

(3) upon application by a corporation to have its dissolution continued under the supervision of the court.

B. Proceedings under this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.

C. It shall not be necessary to make directors or members parties to any such action or proceedings unless relief is sought against them personally.

History: 1953 Comp., § 51-14-97, enacted by Laws 1975, ch. 217, § 55.

Standing. — Where former members of a nonprofit corporation sought to liquidate the corporation and the district court found that the corporation had no members and that no members qualified to engage in corporate acts or otherwise carry out corporate business, the former members did not have standing to initiate an action to liquidate the corporation and the district court did not have subject matter jurisdiction to proceed with the liquidation action. Disabled Am. Veterans v. Lakeside Veterans Club, Inc., 2011-NMCA-099, 150 N.M. 569, 263 P.3d 911, cert. denied, 2011-NMCERT-009, 269 P.3d 903.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations § 2812.

19 C.J.S. Corporations § 816.