A. The certificate of authority of a foreign corporation to conduct affairs in New Mexico may be revoked by the commission [secretary of state] upon the conditions prescribed in this section when:

(1) the corporation has failed to file its annual report within the time required by the Nonprofit Corporation Act or has failed to pay any fees or penalties prescribed by that act when they have become due and payable;

(2) the corporation has failed to appoint and maintain a registered agent in New Mexico as required by the Nonprofit Corporation Act;

(3) the corporation has failed, after change of its registered agent, to file in the office of the commission [secretary of state] a statement of such change as required by the Nonprofit Corporation Act;

(4) the corporation has failed to file in the office of the commission [secretary of state] any amendment to its articles of incorporation or any articles of merger within the time prescribed by the Nonprofit Corporation Act;

(5) the certificate of authority of the corporation was procured through fraud practiced upon the state;

(6) the corporation has continued to exceed or abuse the authority conferred upon it by the Nonprofit Corporation Act; or

(7) a misrepresentation has been made of any material matter in an application, report, affidavit or other document submitted by the corporation pursuant to the Nonprofit Corporation Act.

B. A certificate of authority of a foreign corporation shall not be revoked by the commission [secretary of state] unless:

(1) the commission [secretary of state] has given the corporation not less than sixty days' notice thereof by mail addressed to the corporation's mailing address shown in the most recent annual report filed with the commission [secretary of state]; and

(2) the corporation fails prior to revocation to file an annual report, or pay fees or penalties, or file the required statement of change of registered agent, or file articles of amendment or articles of merger, or correct such misrepresentation pursuant to the Nonprofit Corporation Act.

History: 1953 Comp., § 51-14-121, enacted by Laws 1975, ch. 217, § 79; 1977, ch. 178, § 11; 2003, ch. 318, § 27.

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 appeal from secretary of state, see 53-8-91 NMSA 1978.

The 2003 amendment, effective July 1, 2003, deleted "or" at the end of Paragraphs A(1) to (5); in Subsection B, substituted "A" for "No" at the beginning, inserted "not" following "foreign corporation shall"; substituted "the corporation's mailing address shown in the most recent" for "its registered office in New Mexico and either to its principal office in the state or country under the laws of which it is incorporated or the principal office of the corporation as each address is shown in the last" following "mail addressed to" in Paragraph B(1); and deleted "corporation" preceding "commission" throughout the section.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 36 Am. Jur. 2d Foreign Corporations § 189.

19 C.J.S. Corporations § 919.