Fill and Sign the Close My Business Nm Taxation and Revenue Department Form

COPRORATE DISSOLUTION NEW MEXICO Electronic Version STATUTORY REFERENCE NEW MEXICO STATUTES ANNOTATED, §§ 53-16-1 through 53-16-24 INTRODUCTORY NOTES AND LAW SUMMARY A corporation that has not commenced business and has not issued any shares may be voluntarily dissolved by its incorporators. A corporation may also be voluntarily dissolved by the written consent of all of its shareholders. Additionally, a corporation may be dissolved by the act of the corporation, when1.The board of directors must adopt a resolution recommending that the corporation be dissolved and directing that the question of dissolution be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; 2.Written notice is given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided in the Business Corporation Act for the giving of notice of meetings of shareholders and, whether the meeting is an annual or special meeting, must state that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation; 3. At that meeting, a vote of shareholders entitled to vote must be taken on a resolution to dissolve the corporation, and the resolution must be adopted upon receiving the affirmative vote of the holders of a majority of the shares of the corporation entitled to vote on the resolution, unless any class of shares is entitled to vote on it as a class, in which event the resolution must be adopted upon receiving the affirmative vote of the holders of a majority of the shares of each class of shares entitled to vote on it as a class and of the total shares entitled to vote on the resolution; and 4.Upon the adoption of the resolution, a statement of intent to dissolve must be executed by the corporation by an authorized officer and delivered to the New Mexico Public Regulation Commission. Upon the filing by the Commission of a statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, the corporation must cease to carry on its business, except insofar as necessary for the winding up thereof, but its corporate existence must continue until a certificate of dissolution has been issued by the commission or until a decree dissolving the corporation has been entered by a court of competent jurisdiction.After the filing of a statement of intent to dissolve, the corporation: 1.Must immediately cause notice thereof to be mailed to each known creditor of the corporation; 2. Must proceed to collect its assets, convey and dispose of such of its properties as are not to be distributed in kind to its shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests; and 3. At any time during the liquidation of its business and affairs, may make application to a court of competent jurisdiction within the county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in the Business Corporation Act.If voluntary dissolution proceedings have not been revoked, then, when all debts, liabilities and obligations of the corporation have been paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation have been distributed to its shareholders, articles of dissolution must be executed by the corporation and the original and one copy of the articles must be delivered to the New Mexico Public Regulation Commission.If the articles are approved for filing by the Commission, then the Commission shall issue a Certificate of Dissolution and the existence of the corporation ceases, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers as provided in the Business Corporation Act.Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, must be reduced to cash and deposited with the state treasurer and must be paid over to the creditor or shareholder or to his legal representative upon proof satisfactory to the state treasurer of his right thereto.The dissolution of a corporation does not take away or impair any remedy available to or against the corporation, its directors, officers or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution and any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors and officers may take such corporate or other action as appropriate to protect the remedy, right or claim. STEPS TO DISSOLVE A NEW MEXICO CORPORATION Step 1: If the corporation has not commenced business and has not issued any shares, it may be dissolved as follows (see Step 2 if shares have been issued or business has been commenced): SEE FORM 1 – ARTICLES OF DISSOLUTION BY INCORPORATOR(S) Step 2: If the corporation is to be dissolved by written consent of the shareholders or by act of the corporation, it may be dissolved as follows: SEE FORM 2 – ARTICLES OF DISSOLUTION FORM 1 ARTICLES OF DISSOLUTION BY INCORPORATOR(S) Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com /dissolution/NM/NM-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Follow the instructions on the form. FORM 2 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/NM/NM-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html. The download is quick and easy. Fill out this form, and mail it in as directed.