A. A foreign corporation authorized to conduct affairs in New Mexico may change its registered office or change its registered agent, or both, upon filing in the office of the commission [secretary of state] a statement setting forth:

(1) the name of the corporation;

(2) the address of its then registered office;

(3) if the address of its registered office is changed, the address to which the registered office is to be changed;

(4) the name of its registered agent;

(5) if its registered agent is changed:

(a) the name of its successor registered agent; and

(b) a statement executed by the successor registered agent in which the agent acknowledges acceptance of the appointment by the filing corporation as its registered agent, if the agent is an individual, or a statement executed by an authorized officer of a corporation that is the successor registered agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its registered agent, if the agent is a corporation; and

(6) that the address of its registered office and the address of the office of its registered agent, as changed, will be identical.

B. Such statement shall be executed by the corporation by an authorized officer of the corporation and delivered to the commission [secretary of state]. If the commission [secretary of state] finds that such statement conforms to the provisions of the Nonprofit Corporation Act, it shall file the statement in its office, and upon such filing, the change of address of the registered office or the appointment of a new registered agent, or both, shall become effective.

C. A registered agent in New Mexico appointed by a foreign corporation may resign as agent upon filing an originally executed notice and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, with the commission [secretary of state], which shall mail a copy to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent annual report. The appointment of an agent shall terminate upon the expiration of thirty days after receipt of such notice by the commission [secretary of state].

D. If a registered agent changes its business address to another place within the same county, it may change such address and the address of the registered office of any corporations of which it is the registered agent by filing a statement as required above except that it need be signed only by the registered agent and need not be responsive to the provisions of Paragraphs (5) and (7) of Subsection A of this section and must recite that a copy of the statement has been mailed to each such corporation.

History: 1953 Comp., § 51-14-114, enacted by Laws 1975, ch. 217, § 72; 1977, ch. 178, § 10; 2003, ch. 318, § 23.

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.

The 2003 amendment, effective July 1, 2003, deleted "corporation" following "office of the" in Subsection A; substituted "is" for "be" in Paragraph A(5); in Subparagraph A(5)(b), substituted "a statement" for "an affidavit" at the beginning, substituted "a statement executed by an authorized officer" for "an affidavit executed by the president or vice president" following "an individual, or"; deleted Paragraph A(7) which read: "that such changes was authorized by resolution duly adopted by its board of directors"; substituted "an authorized officer of the corporation and delivered to the" for "its president or vice president and delivered to the corporation" following "by the corporation" in Subsection B; in Subsection C, substituted "an originally executed notice and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, with the commission, which" for "a written notice executed in duplicate, with the corporation commission, who" following "agent upon filing", deleted "corporation" near the end; in Subsection D, deleted "his or" following "registered agent changes", deleted "he or" following "the same county" and following "corporations of which".