A. A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure the certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, which shall set forth: (1) the name of the corporation and the state or country under the laws of which it is incorporated; (2) a statement that the corporation is not transacting business in this state; (3) a statement that the corporation surrenders its authority to transact business in this state; (4) a statement that the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in an action, suit or proceeding based upon a cause of action arising in this state during the time the corporation was authorized to transact business in this state may thereafter be made on the corporation by service thereof on the secretary of state; (5) an address to which the secretary of state may mail a copy of a process against the corporation that may be served on it; (6) a statement of the aggregate number of shares that the corporation has authority to issue, itemized by class and by series, if any, within each class, as of the date of the application; (7) a statement of the aggregate number of issued shares, itemized by class and by series, if any, within each class, as of the date of the application; (8) a statement confirming that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; and (9) additional information as necessary or appropriate in order to enable the secretary of state to determine and assess any unpaid fees payable by the foreign corporation. B. The application for withdrawal shall be made on forms prescribed by the secretary of state or on forms containing substantially the same information as forms prescribed by the secretary of state and shall be executed by the corporation by an authorized officer of the corporation or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by the receiver or trustee. History: 1953 Comp., § 51-30-14, enacted by Laws 1967, ch. 81, § 116; 1977, ch. 103, § 16; 1983, ch. 304, § 68; 2001, ch. 200, § 70; 2003, ch. 318, § 45; 2019, ch. 159, § 4. The 2019 amendment, effective July 1, 2019, provided that a foreign corporation desiring to withdraw from this state must procure from the secretary of state a certificate of withdrawal and must deliver to the secretary of state an application for withdrawal, which must include confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; changed "commission" to "secretary of state" throughout; and in Subsection A, added a new Paragraph A(8) and redesignated former Paragraph A(8) as Paragraph A(9). Compiler's notes. — This section is derived from Section 119 of the ABA Model Business Corporation Act. The 2003 amendment, effective July 1, 2003, deleted "or franchise taxes" following "any unpaid fees" in Paragraph A(8); in Subsection B, inserted "or on forms containing substantially the same information as forms prescribed by the commission" following "by the commission" and inserted "of the corporation" following "an authorized officer". The 2001 amendment, effective July 1, 2001, inserted "a statement" at the beginning of Paragraphs A(2) to (4); in Subsection B, substituted "an authorized officer" for "its president or a vice president and by its secretary or an assistant secretary and verified by one of the officers signing the application", and deleted "and verified by him" at the end of the subsection. The 1983 amendment, effective June 17, 1983, in Subsection A, substituted "by class and by series, if any, within each class" for "by classes, par value of shares, shares without par value and series, if any, within a class" in Paragraphs (6) and (7), deleted former Paragraph (8), which read "a statement, expressed in dollars, of the amount of stated capital of the corporation, as of the date of the application," and redesignated former Paragraph (9) as present Paragraph (8). Jurisdiction despite withdrawal of company. — In action for damages for breach of contract, court acquired jurisdiction of the person or the res although the contracts were entered into outside the state and although the cause of action, if any, accrued after the company had ceased to do business in the state because the cause of action was for breach of a contract entered into while the company was legally authorized to transact business in the state. Wester v. Trailmobile Co. , 1955-NMSC-004, 59 N.M. 73, 279 P.2d 526. The Business Corporation Act does not compel a foreign corporation to consent to general personal jurisdiction. — In consolidated interlocutory appeals where the district court denied petitioners' motions to dismiss claims against them for lack of general or specific personal jurisdiction, and where the court of appeals concluded that general personal jurisdiction was proper over petitioners, four foreign corporations, all of whom are manufacturers of automobiles or automobile components and registered to transact business under New Mexico's Business Corporation Act (BCA), §§ 53-17-1 through 53-17-20 NMSA 1978, the New Mexico supreme court reversed the court of appeals because any legislative intent to require a foreign corporation to consent to general personal jurisdiction should be clearly, unequivocally, and unambiguously expressed in the statutory text, and the language of the BCA relating to a foreign corporation's equal rights and responsibilities under New Mexico law does not clearly, unequivocally, and unambiguously express an intent to require a foreign corporation to consent to general personal jurisdiction in New Mexico. Chavez v. Bridgestone Americas Tire Operations, LLC , 2022-NMSC-006, rev'g 2019-NMCA-023, 458 P.3d 569; A-1-CA-36442, mem. op. (Ct. App. Dec. 21, 2018) (nonprecedential); A-1-CA-35910, mem. op. (Ct. App. Dec. 21, 2018) (nonprecedential); and A-1-CA-37818 (Ct. App. Jan 18, 2019), and overruling Werner v. Wal-Mart Stores, Inc. , 1993-NMCA-112, 116 N.M. 229, 861 P.2d 270. Am. Jur. 2d, A.L.R. and C.J.S. references. — 36 Am. Jur. 2d Foreign Corporations §§ 278 to 280. Withdrawal of foreign corporation from state as affecting conditions under which it may be readmitted to do business in state and its rights and duties if readmitted, 110 A.L.R. 528. Withdrawal of foreign corporation from state as tolling statute of limitations as to action against corporation, 133 A.L.R. 774.
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