1. A. The certificate of incorporation of a corporation to conduct affairs in New Mexico 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 within the time required by the Nonprofit Corporation Act or has failed to pay any fees or penalties prescribed by that act when they have become due and payable;
   2. (2) the certificate of incorporation of the corporation was procured through fraud practiced upon the state;
   3. (3) the corporation has continued to exceed or abuse the authority conferred upon it by the Nonprofit Corporation Act; or
   4. (4) a misrepresentation has been made of any material matter in any application, report, statement or other document submitted by the corporation pursuant to the Nonprofit Corporation Act.

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

   1. (1) the commission [secretary of state] 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 corporate report filed with the commission [secretary of state]; and
   2. (2) the corporation fails prior to revocation to file an annual report, pay fees or penalties, file articles of amendment or articles of merger or correct a material misrepresentation in a document submitted by the corporation pursuant to the Nonprofit Corporation Act.

History: 1953 Comp., § 51-14-95, enacted by Laws 1975, ch. 217, § 53; 2003, ch. 318, § 19.

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, deleted "corporation" following "revoked by the" in Subsections A and B; substituted "statement" for "affidavit" following "any application, report" in Paragraph A(4); in Subsection B, substituted "A" for "No" at the beginning, inserted "not" following "corporation shall"; substituted "the corporation's mailing address as shown in the most recent corporate report filed with the commission" for "its registered office" near the end of Paragraph B(1); in Paragraph B(2), deleted "or" following "an annual report", deleted "of" following "fees or penalties", and substituted "a" for "any" following "material misrepresentation in".

Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2734, 2740, 2741, 2746, 2788 to 2810, 2822, 2824.