Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by a resolution adopted by each such board, approve a plan of consolidation setting forth:

1. A. the names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the "new corporation";
2. B. the terms and conditions of the proposed consolidation;
3. C. the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the new corporation or any other corporation or, in whole or in part, into cash or other property;
4. D. with respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Business Corporation Act; and
5. E. other provisions with respect to the proposed consolidation as deemed necessary or desirable.

History: 1953 Comp., § 51-27-2, enacted by Laws 1967, ch. 81, § 69; 1975, ch. 64, § 34.

ANNOTATIONS

Compiler's notes. — This section is derived from Section 72 of the ABA Model Business Corporation Act.

Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2503, 2608, 2614, 2615.

Constitutional and statutory provisions relating to consolidation, merger or reorganization of corporations as applicable retrospectively to corporations previously chartered, 131 A.L.R. 734.

19 C.J.S. Corporations §§ 792 to 810.