SB 162 — DISSOLUTION OF BUSINESS ENTITIES

SENATE BILL 162 54 TH LEGISLATURE- STATE OF NEW MEXICO - FIRST SESSIO, 2019 INTRODUCED BY Clemente Sanchez 6 8 10 AN ACT RELATING TO BUSINESS ENTITIES;

e8 t 17 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:

w l n d 18 SECTION 1.

Section 53-8-51 NMSA 1978 (being Laws 1975, = = 19 Chapter 217, Section 51, as amended) is amended to read:

a l i a e r 20 "53-8-51.

ARTICLES OF DISSOLUTION.--If voluntary a t m m 21 dissolution proceedings have not been revoked, then when all d r e 22 debts, liabilities and obligations of the corporation are paid c e s k 23 and discharged, or adequate provision has been made therefor, e a n b 24 and all of the remaining property and assets of the corporation u [ are transferred, conveyed or distributed in accordance with the .212082.1 provisions of the Nonprofit Corporation Act, articles of dissolution shall be executed by the corporation by two authorized officers of the corporation, which statement shall set forth:

(1) a statement setting forth the date of the meeting of members at which the resolution to dissolve SB 162 was adopted, that a quorum was present at the meeting and Page 1 that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast;

if there are no members, or no members entitled e e 17 to vote thereon, a statement of such fact, the date of the e e n d 18 meeting of the board of directors at which the resolution to = = l ] 19 dissolve was adopted and a statement of the fact that the a l r i 20 resolution received the vote of a majority of the directors in t e a t office;

m m 21 e d r e 22 D.

that all debts, obligations and liabilities of c e r c 23 the corporation have been paid and discharged or that adequate e a n b 24 provision has been made therefor;

u [ E.

a copy of the plan of distribution, if any, as .212082.1 - 2 - adopted by the corporation or a statement that no plan was so adopted;

[and] G.

that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree SB 162 Page 2 that may be entered against it in any pending suit;

WITHDRAWAL OF FOREIGN CORPORATION.-- e e 17 A.

A foreign corporation authorized to conduct e e n d 18 affairs in New Mexico may withdraw from this state upon = = l ] 19 procuring from the [commission ] secretary of state a a l r i 20 certificate of withdrawal.

In order to procure the certificate t e a t of withdrawal, the foreign corporation shall deliver to the m m 21 e d r e 22 [commission] secretary of state an application for withdrawal, c e r c 23 which shall set forth:

e a n b 24 (1) the name of the corporation and the state u [ or country under the laws of which it is incorporated;

.212082.1 - 3 - (2) that the corporation is not conducting affairs in New Mexico;

(4) that the corporation revokes the authority of its registered agent in New Mexico to accept service of process and consents that service of process in any action, suit or proceeding based upon any cause of action arising in this state during the time the corporation was SB 162 Page 3 authorized to conduct affairs in this state may thereafter be made on the corporation by service thereof on the secretary of state;

[and ] (5) a post office address to which the [commission] secretary of state may mail a copy of any process against the corporation that may be served on it;

and (6) confirmation that the corporation has resigned as a registered agent or is not currently a registered e e 17 agent for any entity registered in New Mexico.

e e n d 18 B.

The application for withdrawal shall be made on = = l ] 19 forms prescribed and furnished by the [commission ] secretary of a l r i 20 state and shall be executed by the corporation by two t e a t authorized officers of the corporation or, if the corporation m m 21 e d r e 22 is in the hands of a receiver or trustee, shall be executed on c e r c 23 behalf of the corporation by the receiver or trustee." e a n b 24 SECTION 3.

Section 53-16-11 NMSA 1978 (being Laws 1967, u [ Chapter 81, Section 89, as amended) is amended to read:

.212082.1 - 4 - "53-16-11.

SB 162 Page 4 A.

that the [commission ] secretary of state has previously filed a statement of intent to dissolve the corporation and the date on which the statement was filed;

that all the remaining property and assets of e e 17 the corporation have been distributed among its shareholders in e e n d 18 accordance with their respective rights and interests;

[and ] = = l ] 19 E.

that there are no suits pending against the a l r i 20 corporation in any court or that adequate provision has been t e a t made for the satisfaction of any judgment, order or decree m m 21 e d r e 22 that may be entered against it in any pending suit;

and c e r c 23 F.

confirmation that the corporation has resigned e a n b 24 as a registered agent or is not currently a registered agent u [ for any entity registered in New Mexico." .212082.1 - 5 - SECTION 4.

A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the [commission ] secretary of state a certificate of withdrawal.

In order to procure the certificate of withdrawal, the foreign corporation shall deliver to the [commission]SB 162 Page 5 secretary of state an application for withdrawal, which shall set forth:

e e 17 (4) a statement that the corporation revokes e e n d 18 the authority of its registered agent in this state to accept = = l ] 19 service of process and consents that service of process in an a l r i 20 action, suit or proceeding based upon a cause of action arising t e a t in this state during the time the corporation was authorized to m m 21 e d r e 22 transact business in this state may thereafter be made on the c e r c 23 corporation by service thereof on the secretary of state;

e a n b 24 (5) an address to which the secretary of state u [ may mail a copy of a process against the corporation that may .212082.1 - 6 - be served on it;

(7) a statement of the aggregate number of issued shares, itemized by class and by series, if any, SB 162 Page 6 within each class, as of the date of the application;

[and ] (8) a statement confirming that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico;

and [(8)] (9) additional information as necessary or appropriate in order to enable the [commission ] secretary of state to determine and assess any unpaid fees payable by the foreign corporation.