A. No foreign corporation has the right to conduct affairs in New Mexico until it has procured a certificate of authority to do so from the corporation commission [secretary of state]. No foreign corporation is entitled to procure a certificate of authority under the Nonprofit Corporation Act to conduct in New Mexico any affairs which a corporation organized under that act is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state. Nothing in the Nonprofit Corporation Act shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation.

B. Without excluding other activities which may not constitute conducting affairs in New Mexico, a foreign corporation shall not be considered to be conducting affairs in this state, for the purposes of the Nonprofit Corporation Act, by reason of carrying on in this state any one or more of the following activities:

(1) maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes;

(2) holding meetings of its directors or members or carrying on other activities concerning its internal affairs;

(3) maintaining bank accounts;

(4) creating evidences of debt, mortgages or liens on real or personal property;

(5) securing or collecting debts due to it or enforcing any rights in property securing the same;

(6) conducting its affairs in interstate commerce;

(7) granting funds;

(8) distributing information to its members; and

(9) conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

History: 1953 Comp., § 51-14-106, enacted by Laws 1975, ch. 217, § 64.

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.

Cross references. — For effect of conducting affairs in state without certificate, see 53-8-81 NMSA 1978.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 36 Am. Jur. 2d Foreign Corporations § 170.

Applicability to corporations not organized for profit of statutes prescribing conditions under which foreign corporations may do business within state, 37 A.L.R. 1283.

19 C.J.S. Corporations § 901 et seq.