The legislature shall provide for the organization of corporations by general law. All laws relating to corporations may be altered, amended or repealed by the legislature, at any time, when necessary for the public good and general welfare, and all corporations, doing business in this state, may, as to such business, be regulated, limited or restrained by laws not in conflict with the constitution of the United States or of this constitution.

ANNOTATIONS

Comparable provisions. — Utah Const., art. XII, § 1.

Wyoming Const., art. X, § 1.

Corporate form recognized prior to constitution. — Corporate form of business entity was recognized in New Mexico law even before adoption of the constitution. Shillinglaw v. Owen Shillinglaw Fuel Co., 1962-NMSC-047, 70 N.M. 65, 370 P.2d 502.

Proper for legislature to change measure of bank stockholder's liability. — This section authorizes legislature to change measure of bank stockholder's liability when bank was organized after adoption of constitution. Laws 1915, ch. 67, § 40 (since repealed), as amended by Laws 1923, ch. 140, § 8 (since repealed), dealing with such liability, did not impair contract obligations. Melaven v. Schmidt, 1929-NMSC-100, 34 N.M. 443, 283 P. 900.

Proper for legislature to provide for convertibility of types of corporations. — A state through its police power may make reasonable regulations of corporations, including alteration or amendment of corporate charters if that power has been duly reserved by the state, as in New Mexico. Thus, statute (49-2-18 NMSA 1978) which authorizes change in character of legal entity from corporation for management of community land grant to domestic stock corporation does not violate due process. Westland Dev. Co. v. Saavedra, 1969-NMSC-123, 80 N.M. 615, 459 P.2d 141.

Proper for legislature to assign bank chartering investigations to office outside commission. — Legislature was not powerless under this section or N.M. Const., art. XI, § 6 (repealed), to designate state bank examiner (now director of the financial institutions division of the commerce and industry department), rather than corporation commission (now public regulation commission), the body to make determinative findings preliminary to issuing charters to state banks. First Thrift & Loan Ass'n v. State ex rel. Robinson, 1956-NMSC-099, 62 N.M. 61, 304 P.2d 582.

Power to regulate railway facilities reposes in commission. — This section applies to all corporations. But the power to regulate reserved to the legislature must relate to some phase of railroad business not pertaining to power to require railway companies to provide and maintain adequate agents and facilities, which power of regulation is reposed in the corporation commission (now public regulation commission) by N.M. Const., art. XI, § 7 (repealed). In re Atchison, T. & S.F. Ry., 1933-NMSC-029, 37 N.M. 194, 20 P.2d 918.

Jurisdictional consent statute constitutional. — Although this section may restrict the application of substantive law to a foreign corporation, it does not limit the forums in which controversies are to be decided. It does not prohibit the enactment of a jurisdictional consent statute extending jurisdiction to registered foreign corporations. Werner v. Wal-Mart Stores, Inc., 1993-NMCA-112, 116 N.M. 229, 861 P.2d 270.

Constitutionality of employers mutual company. — Under existing New Mexico case law, the legislation creating the employers mutual company appears to be an unconstitutional special law chartering or licensing an insurance company. Because the company is intended to be operated as a private entity, it is not clear that the exemption from the prohibition against special laws created by other states' courts for public corporations would save the legislation. 1990 Op. Att'y Gen. No. 90-25.

Law reviews. — For comment on State ex rel. State Corp. Comm'n v. Zinn, 72 N.M. 29, 380 P.2d 182 (1963), see 3 Nat. Resources J. 356 (1963).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Corporations § 13; 18A Am. Jur. 2d Corporations §§ 186 to 188.

18 C.J.S. Corporations §§ 20, 21.