1. A. 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 Nonprofit Corporation Act.

2. B. Each corporation shall adopt a plan of consolidation setting forth:

   1. (1) 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. (2) the terms and conditions of the proposed consolidation;
   3. (3) with respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under the Nonprofit Corporation Act; and
   4. (4) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.

History: 1953 Comp., § 51-14-83, enacted by Laws 1975, ch. 217, § 41.

ANNOTATIONS

The Nonprofit Corporation Act does not authorize the secretary of state to convert a nonprofit corporation to a profit corporation or limited liability company. — The Nonprofit Corporation Act (NCA), 53-8-1 to 53-8-99 NMSA 1978, provides that nonprofit corporations can undergo specific types of transformations, namely a merger or consolidation into another nonprofit corporation, but no provision of the NCA provides for other types of entity transformations, such as a conversion to another type of business entity like a profit corporation or limited liability company (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.

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

19 C.J.S. Corporations §§ 792 to 810.