1. A. A limited liability company may be converted to a corporation, partnership or limited partnership pursuant to this section.
2. B. The terms and conditions of a conversion of a limited liability company to a corporation, partnership or limited partnership shall be approved by the number or percentage of the members or managers specifically required for conversion in the operating agreement or, in absence of such a provision in the operating agreement, by all the members.
3. C. An agreement of conversion shall set forth the terms and conditions of the conversion of the members' interests in the limited liability company into interests in the corporation, partnership or limited partnership or the cash or other consideration to be paid or delivered as a result of the conversion of the members' interests, or a combination of these.

4. D. After a conversion is approved under Subsection B of this section, the limited liability company shall file with the commission [secretary of state], if the converted entity is a partnership, a statement containing the items set forth below, if the converted entity is a corporation, articles of incorporation and a statement containing the items set forth below and, if the converted entity is a limited partnership, a certificate of limited partnership and a statement containing the items set forth below:

   1. (1) a statement that the corporation, partnership or limited partnership was converted from a limited liability company;
   2. (2) the former name of the limited liability company;
   3. (3) a statement of the number of votes cast by the members or managers entitled to vote for and against the conversion and, if the vote is other than a unanimous vote of the members, the number or percentage of members or managers required to approve the conversion under Subsection B of this section; and
   4. (4) a statement that the articles of organization of the limited liability company are to be canceled as of the date the conversion takes effect.
5. E. The filing of articles of incorporation for a corporation, a statement for a partnership or a certificate of limited partnership for a limited partnership resulting from a conversion pursuant to this section, cancels the articles of organization of the limited liability company as of the date the conversion takes effect.
6. F. A conversion takes effect when articles of incorporation, a certificate of limited partnership or statement required if the converted entity is a partnership, are filed with the commission [secretary of state] or at any later date specified in the filed document.

History: 1978 Comp., § 53-19-60.1, enacted by Laws 2001, ch. 200, § 79; 2003, ch. 318, § 57.

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.

The 2003 amendment, effective July 1, 2003, in Subsection B, substituted "by the" for "by all of the members or by a" following "shall be approved", inserted "specifically" following "members or managers", added "or, in absence of such a provision in the operating agreement, by all the members" at the end; substituted "interests" for "interest" following "of the members"' in Subsection C.

The Limited Liability Company Act does not authorize the secretary of state to convert a nonprofit corporation to a profit corporation or limited liability company. — The Limited Liability Company Act (LLC Act), 53-19-1 to 53-19-74 NMSA 1978, contains specific references to conversions from one business entity type to another, namely a corporation, partnership or limited partnership may be converted to a limited liability company (LLC) or an LLC may be converted to a corporation, partnership or limited partnership, but no provision of the LLC Act provides for other types of entity transformations, such as a conversion of a nonprofit corporation to another type of business entity like a profit corporation or LLC. Accordingly, the secretary of state cannot convert previously licensed nonprofit corporation medical cannabis producers to domestic profit corporations or LLCs. Conversion of Medical Cannabis Distributors Nonprofits (8/27/21), Att'y Gen. Adv. Ltr. 2021-10.