SB 202 — ALTERNATE BUSINESS ENTITY NAMES

and = = o h l ] b ,d i a º e (2) the breach or failure to perform r i = r t e w d constitutes:

m(a) negligence, willful misconduct or recklessness in the case of a ndirector owho dhas meither :an ownership interest in the corporation or receives as a director or as an employee of the corporation compensation of more than two thousand dollars ($2,000) from the corporation in any calendar year;

b e d s º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 6 - e a n e d r e l u [ A d SJC/SB 202 (a) negligence, willful misconduct or recklessness in the case of a director who has either an ownership interest in the corporation or receives as a director or as an employee of the corporation compensation of more than two thousand dollars ($2,000) from the corporation in any calendar year;

Such a provision in the articles of incorporation shall, however, only eliminate the liability of a director for SJC/SB 202 Page 6 action taken as a director or any failure to take action as a director at meetings of the board of directors or of a committee of the board of directors or by virtue of action of the directors h u » r without a meeting pursuant to Section 53-11-43 NMSA 1978, on or t h g e after the date when such provision in the articles of l i h r incorporation becomes effective." i s h , e h SECTION 5.

Section 53-13-1 NMSA 1978 (being Laws 1967, t u g e b l Chapter 81, Section 55, as amended) is amended to read:

e e , gh n d d i "53-13-1.

RIGHT TO AMEND ARTICLES OF INCORPORATION.--A =corporation =may oamend hits larticles ]of bincorporation ,dfrom itime ato ºtime rin corporationas many respects as may amendbe desired, so long as its articles of incorporationincorporation, fromas timeamended, econtain ronly =such tprovisions eas wmight dbe tolawfully contained in original articles of incorporation at the time of making the amendment and, if a change in asshares manyor respectsthe asrights mayof beshareholders, desired,or soan longexchange, reclassification or cancellation of shares or rights of shareholders is to be made, provisions as itsmay mbe anecessary nto oeffect dthe mchange, :exchange, reclassification or cancellation.

b r e t º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 7 - e a n e d r e l u [ A d SJC/SB 202 articles of incorporation, as amended, contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment and, if a change in shares or the rights of shareholders, or an exchange, reclassification or cancellation of shares or rights of shareholders is to be made, provisions as may be necessary to effect the change, exchange, reclassification or cancellation.

SJC/SB 202 Page 7 C.

h D.

increase or decrease the aggregate number of g o shares or shares of any class [which ] that the corporation has t hr g e authority to issue;

i k h r i s E.

provide or eliminate any provision with respect h , t, to the minimum consideration for any shares or class of shares;

e u g e b l F.

exchange, classify, reclassify or cancel all or e e h n d d i any part of its shares, whether issued or unissued;

= = o h l ] b ,d i a º e G.

change the designation of all or any part of its r i = r t e w d shares, whether issued or unissued, and to change the mpreferences, alimitations nand orelative drights min :respect of all or any part of its shares, whether issued or unissued;

b e d s º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 8 - e a n e d r e l u [ A d SJC/SB 202 preferences, limitations and [the ] relative rights in respect of all or any part of its shares, whether issued or unissued;

cancel or otherwise affect the right of the holders of the shares of any class to receive dividends [which ] that have accrued but have not been declared;

SJC/SB 202 Page 8 K.

divide any preferred or special class of shares, whether issued or unissued, into series and fix and determine the designation of the series and the variations in the h relative rights and preferences as between the shares of the g o series;

t hr g e L.

authorize the board of directors to establish, i k h r i s out of authorized but unissued shares, series of any preferred h , t, or special class of shares and fix and determine the relative e u g e b l rights and preferences of the shares of any series so e e h n d d i established;

= = o h l ] b ,d i a º e M.

authorize the board of directors to fix and rdetermine ithe =relative rrights tand epreferences wof dthe determineauthorized but unissued shares of series theretofore established in respect of which either the relative rights and preferences ofhave not been fixed and determined or the authorizedrelative mrights aand npreferences otheretofore dfixed mand :determined are to be changed;

b e d s º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 9 - e a n e d r e l u [ A d SJC/SB 202 but unissued shares of series theretofore established in respect of which either the relative rights and preferences have not been fixed and determined or the relative rights and preferences theretofore fixed and determined are to be changed;

limit, deny or grant to shareholders of any class the preemptive right to acquire additional shares of the corporation, whether then or thereafter authorized." SJC/SB 202 Page 9 SECTION 6.

No certificate of authority shall be issued to a h foreign corporation unless the corporate name of the g o corporation and, if different, the name under which it proposes t hr g e to transact business in New Mexico:

i k h r i s (1) contains the word "corporation", h , t, "company", "incorporated" or "limited" or contains an e u g e b l abbreviation of one of these words or the corporation, for use e e h n d d i in this state, adds at the end of its name one of these words = = o h l ] b ,d i a º e or an abbreviation thereof;

r(2) idoes =not rcontain tany eword wor dphrase (2)that doesindicates notor containimplies that it is organized for any wordpurpose other than one or phrasemore mof the purposes contained in its articles of incorporation or that it is authorized or empowered to conduct a nbusiness othat da mcorporation :organized under the Business Corporation Act is not permitted to transact;

band e(3) dis snot ºthe osame tas, nor =confusingly .220538.2AICsimilar Marchto, 16,the 2021name (9:06am)of sany kdomestic mcorporation eexisting -under 10the -laws eof athis nstate eor dany rforeign ecorporation lauthorized uto [transact Abusiness din SJC/SBthis 202state [which ] that indicates or impliesa thatname itthe isexclusive organizedright forto anywhich purposeis, otherat thanthe onetime, orreserved morein of the purposesmanner containedprovided in itsthe articlesBusiness ofCorporation incorporationAct or thatthe itname isSJC/SB authorized202 orPage empowered10 toof conduct a businesscorporation [whichthat ]has thatin effect a corporationregistration organizedof underits thename Businessas Corporationprovided Actin isthe notBusiness permittedCorporation toAct. transact;

and (3) is not the same as, or confusingly similar to, the name of any domestic corporation existing under the laws of this state or any foreign corporation authorized to transact business in this state or a name the exclusive right to which is, at the time, reserved in the manner provided in the Business Corporation Act or the name of a corporation [which ] that has in effect a registration of its name as provided in the Business Corporation Act.

The provisions of Paragraph (3) of Subsection A of this section shall not apply if the foreign corporation h applying for a certificate of authority files with the g o [commission ] secretary of state any one of the following:

t hr g e (1) a resolution of its board of directors i k h r i s adopting a fictitious name for use in transacting business in h , t, this state, which fictitious name is not confusingly similar to e u g e b l the name of any domestic corporation or of any foreign e e h n d d i corporation authorized to transact business in this state or to = = o h l ] b ,d i a º e any name reserved or registered as provided in the Business r i = r t e w d Corporation Act;

[or(2) ]the mwritten consent of such other corporation or holder of a nreserved oor dregistered mname :to use the same or confusingly similar name and one or more words are added to make such name distinguishable from such other name;

b e d s º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 11 - e a n e d r e l u [ A d SJC/SB 202 (2) the written consent of such other corporation or holder of a reserved or registered name to use the same or confusingly similar name and one or more words are added to make such name distinguishable from such other name;

NAME.-- SJC/SB 202 Page 11 A.

The name of a limited liability company HCEDCº and, if different, the name under which it proposes to transact business in New Mexico»HCEDCMexico shall be stated in its articles of organization and shall contain the words "limited h liability company" or "limited company" or the abbreviation g o "L.L.C.", "LLC", "L.C." or "LC".

HCEDCºWhen a limited t hr g e liability company proposes to transact business in New Mexico i k h r i s under a different name, it shall also include the proposed name h , t, in its articles of organization.»HCEDC The word "limited" may e u g e b l be abbreviated as "ltd." and the word "company" may be e e h n d d i = = o h abbreviated as "co.".

l ] b ,d i a º e B.

A limited liability company name shall be r i = r t e w d distinguishable from the name of any:

m(1) alimited nliability ocompany, dlimited mpartnership :or corporation existing under the laws of this state;

b e d s º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 12 - e a n e d r e l u [ A d SJC/SB 202 (1) limited liability company, limited partnership or corporation existing under the laws of this state;

The provisions of Subsection B of this section do not apply if the applicant files with the [commission ] secretary of state a certified copy of a final decree of a court establishing the prior right of the limited liability company to use such name in this state." SECTION 8.

AMENDMENT AND RESTATEMENT OF ARTICLES OF ORGANIZATION.--SJC/SB h202 Page 12 ORGANIZATION.-- A.

The articles of organization of a limited g o liability company are amended when articles of amendment are t hr g e filed with the [commission ] secretary of state or at any later i k h r i s date or time specified in the articles of amendment if there h , t, has been substantial compliance with the requirements of the e u g e b l Limited Liability Company Act.

The articles of amendment shall e e h n d d i set forth:

= = o h l ] b ,d i a º e (1) the name of the limited liability company r i = r t e w d and, if different, include any name under which it proposes to mtransact abusiness nin oNew dMexico; m :

b e d s º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 13 - e a n e d r e l u [ A d SJC/SB 202 transact business in New Mexico ;

SJC/SB 202 Page 13 D.

Articles of organization may be restated at any h time.

Restated articles of organization shall be filed with g o the [commission ] secretary of state and shall be designated as t hr g e such in the heading and shall state either in the heading or in i k h r i s an introductory paragraph the limited liability company's h , t, present name and, if it has been changed, all of its former e u g e b l names and the date of the filing of its articles of e e h n d d i organization.

Restated articles of organization shall = = o h l ] b ,d i a º e supersede the original articles of organization and all prior r i = r t e w d amendments and restatements." mSECTION a9. n o d m :

b e d s º o t n = .220538.2AIC March 16, 2021 (9:06am) s k m e - 14 - e a n e d r e l u [ A d SJC/SB 202 SECTION 9.

-SJC/SB 15202 -Page »14 g25 o » r h t i k l i g t h s , e h t l i w l b l e e , g n d l h = = b , a l º d i a r e r = , a t e d m a n o d m :

b r e t º o t n = .220538.2AIC March 16, 2021 (9:06am) s k em e e a n e d r e l u [ A d