N.M. Admin. Code § 12.3.4.11

Current through Register Vol. 35, No. 23, December 10, 2024

Section 12.3.4.11 - DOMESTIC LIMITED LIABILITY COMPANIES

A domestic limited liability company shall comply with the requirements of the Limited Liability Company Act, NMSA 1978 Sections 53-19-1 through 53-19-74.

A. Filing requirements. A domestic limited liability company shall file all documents required by this section in compliance with NMSA 1978 Section 53-19-9 and 12.3.1 NMAC, General Provisions, and pay applicable fees required in NMSA 1978 Section 53-19-63.

B. Name. A domestic limited liability company shall meet the requirements for names in NMSA 1978 Sections 53-19-3 and 53-19-4, and may use the procedures in 12.3.1.15 NMAC for inquiring about, reserving, formally applying for, or reinstating a name.

C. Documents required. A domestic limited liability company shall execute the documents required by this section in compliance with the general provisions in NMSA 1978 53-19-12.

(1)Articles of organization. A person may form a limited liability company by complying with the requirements of NMSA 1978 Section 53-19-7 and filing articles of organization required by NMSA 1978 Sections 53-19-8, 53-19-9, and 53-19-10. A domestic limited liability company may amend or restate its articles of organization by complying with NMSA 1978 Section 53-19-11.

(2) Statement designating registered agent and office. A domestic limited liability company shall have and continuously maintain on file with the commission a registered agent and office that meet the requirements in NMSA 1978 Sections 53-19-5.

D. Conversion and merger.

(1)Converting to corporation, partnership, or limited partnership. Members or managers may convert a domestic limited liability company to a corporation, partnership or limited partnership by meeting the requirements in, and filing a statement, articles of incorporation or a certificate as required by, NMSA 1978 Section 53-19-60.1.

(2)Converting to limited liability company. Shareholders or partners may convert a corporation, partnership, or limited partnership into a domestic limited liability company by complying with, and filing articles of organization as required by, NMSA 1978 Section 53-19-60.

(3)Merging with other entities. A domestic limited liability company may merge with or into one or more domestic limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships, limited partnerships, foreign limited partnerships or other domestic or foreign entities by meeting the requirements of NMSA 1978 Section 53-19-61 and 53-19-62 and shall file articles of merger as required by NMSA 1978 Section 53-19-62.1.

E. Dissolution. A domestic limited liability company is dissolved when any of the events listed in NMSA 1978 Section 53-19-39 occur. On dissolution, persons designated with authority in NMSA 1978 Section 53-19-42 shall file, and may amend, articles of dissolution as required by NMSA 1978 Section 53-19-41. A person authorized in the articles of dissolution may revoke the articles of dissolution by filing a revocation statement in compliance with NMSA 1978 Section 53-19-41.

F. Administrative revocation and reinstatement. The commission may administratively revoke a domestic limited liability company by issuing a certificate of revocation under the circumstances provided in NMSA 1978 Section 53-19-66.1. If the commission administratively revokes a domestic limited liability company, it shall notify the company of its right to reinstatement. A domestic limited liability company may apply to the commission for reinstatement following the process, and within the time period provided, in NMSA 1978 Section 53-19-66.2.

N.M. Admin. Code § 12.3.4.11

12.3.4.11 NMAC - N, 7-15-05