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

   1. (1) the corporation has failed to file its annual report timely or has failed to pay any fees or penalties thereon when they became due;
   2. (2) the corporation has failed to appoint and maintain a registered agent in this state as required by the Business Corporation Act [Chapter 53, Articles 11 to 18 NMSA 1978];
   3. (3) the corporation has failed, after change of its registered office or registered agent, to file in the office of the commission [secretary of state] a statement of the change as required by the Business Corporation Act;
   4. (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 Business Corporation Act; or
   5. (5) a misrepresentation has been made of any material matter in an application, report, affidavit or other document submitted by the corporation pursuant to the Business Corporation Act.

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

   1. (1) it has given the corporation not less than sixty days' notice thereof by mail addressed to the corporation's mailing address as shown in the most recent annual report filed with the commission [secretary of state]; and
   2. (2) the corporation fails, prior to revocation, to file the annual report or pay the fees or penalties or file the required statement of change of registered agent or registered office or file the articles of amendment or articles of merger or correct the misrepresentation.

History: 1953 Comp., § 51-30-16, enacted by Laws 1967, ch. 81, § 118; 1977, ch. 103, § 17; 2003, ch. 318, § 47.

ANNOTATIONS

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.

Compiler's notes. — This section is derived from Section 121 of the ABA Model Business Corporation Act.

The 2003 amendment, effective July 1, 2003, deleted "or franchise taxes" following "pay any fees" in Paragraph A(1); in Subsection B, substituted "A" for "No" at the beginning, inserted "not" following "foreign corporation shall"; substituted "the corporation's mailing address as shown in the most recent" for "its registered office in this state and also either to the principal office of the corporation in the state or country under the laws of which it is incorporated or to the principal office of the corporation as each address is shown in the last" following "mail addressed to"; and deleted "franchise taxes" following "pay the fees" in Paragraph B(2).

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

19 C.J.S. Corporations § 919.