Corporate Appraisal and Dissenters'-Rights Procedure in New Mexico

At a glance

Requirements one by one

Transactions, exclusions, and owners

The default triggers are a merger or consolidation, a qualifying sale or exchange of all or substantially all assets outside the regular course, an exchange plan for the corporation whose shares are acquired, and four kinds of materially adverse charter amendment. A court-ordered sale and a cash sale that requires substantially all net proceeds distributed proportionately within one year are excluded. Governing records or a board resolution may add rights for another action submitted to a shareholder vote. NMSA 1978, § 53-15-3(A).

The statute states no securities-market or holder-count exclusion. It instead removes the right from holders of a surviving corporation when their vote is unnecessary. The separate corporation-to-LLC conversion statute permits the governing writing to set approval or otherwise requires unanimity, but does not itself add a dissent right. NMSA 1978, §§ 53-15-3(C), 53-19-60(A)-(B).

A record holder may dissent for fewer than all registered shares only by covering every share beneficially owned by a represented person and disclosing that person's name and address. A beneficial owner may assert rights directly only with the record holder's written consent submitted by or at assertion. NMSA 1978, § 53-15-3(B).

Objection, demand, notice, and certificates

For an action submitted at a meeting, the shareholder files a written objection before or at the meeting, does not vote in favor, and makes a written payment demand within 10 days after the vote. For a merger without a shareholder vote, the demand is due within 25 days after the plan is mailed. A late demander is bound by the action; a timely demander thereafter has only the statutory payment right and loses voting and other shareholder rights. NMSA 1978, § 53-15-4(A).

Within 10 days after effectiveness, the corporation sends each demander written notice and a price offer, accompanied by a balance sheet dated no more than 12 months before the offer and a 12-month profit-and-loss statement ending on that balance-sheet date. The section states no appraisal form or acquisition-date certification. NMSA 1978, § 53-15-4(C).

A certificated holder submits certificates within 20 days after demanding so the corporation can note the demand. Noncompliance lets the corporation end the right unless a court finds good and sufficient cause otherwise. This is not final surrender: surrender accompanies agreed payment or judgment payment. NMSA 1978, § 53-15-4(D)-(E), (H).

Offer, withdrawal, and court proceeding

If corporation and holder agree on value within 30 days after effectiveness, payment is due within 90 days after effectiveness. Without agreement, a holder gives a follow-up written demand within 60 days after effectiveness; the corporation then files within 30 days after receipt, or may elect to petition at any time in the 60-day period. NMSA 1978, § 53-15-4(D)-(E).

The petition goes to a court of competent jurisdiction in the registered-office county. A foreign survivor without a New Mexico registered office uses the county of the former domestic corporation's last registered office. If the corporation does not file as required, any dissenter may do so in its name. All dissenters are parties in a quasi-in-rem proceeding; the court has plenary and exclusive jurisdiction and may appoint appraisers. NMSA 1978, § 53-15-4(E).

Interest runs from the vote to payment at the rate the court finds fair and equitable. Proceeding costs ordinarily fall on the corporation, subject to an equitable shift for arbitrary, vexatious, or bad-faith rejection of an offer; the section separately permits limited expert and counsel awards when the court value materially exceeds the offer or no offer was made. NMSA 1978, § 53-15-4(F)-(G).

What trips people up

The written objection and written demand are separate steps. For the meeting route, the first comes before or at the meeting and the second comes after an approving vote, within 10 days. NMSA 1978, § 53-15-4(A).

Withdrawal is not unilateral. The corporation must consent. The statute also restores shareholder status after specified events, including abandonment, rescission, shareholder revocation, no timely demand or petition, or a ruling that the holder lacks entitlement. NMSA 1978, § 53-15-4(B).

The statutory fair-value date is the day before the approving vote, with transaction-anticipation appreciation or depreciation excluded. The same provision contains a no-vote merger route but states no alternate no-vote valuation date. NMSA 1978, § 53-15-4(A).

Common questions

Does voting against the action replace the written objection or demand?

No. The statute separately requires the pre-meeting written objection, a vote that is not in favor, and the timely written payment demand. NMSA 1978, § 53-15-4(A).

Can a beneficial owner assert the right without the record holder?

Only with the record holder's written consent submitted to the corporation at or before the beneficial owner asserts the rights. NMSA 1978, § 53-15-3(B)(2).

Who files if the corporation misses its court-filing duty?

Any dissenting shareholder may file in the corporation's name. The proceeding then includes all dissenters as parties. NMSA 1978, § 53-15-4(E).

Does appraisal always bar a validity challenge?

The statute generally bars an attack on validity or an effort to set aside or rescind the action, but preserves the stated exception when the action is unlawful or fraudulent regarding the complaining shareholder or the corporation. NMSA 1978, § 53-15-3(D).

Statutes and sources

• NMSA 1978, § 53-15-3 sets the transaction triggers, survivor exception, record- and beneficial- owner rules, governing-record expansion, and statutory remedy boundary. Accessed September 5, 2026.
• NMSA 1978, § 53-15-4 supplies the objection, demand, notice, offer, financial-statement, certificate, payment, withdrawal, petition, venue, party, appraiser, interest, cost, and fee rules. Accessed September 5, 2026.
• NMSA 1978, § 53-19-60 separately authorizes corporation-to-LLC conversion and states its approval and filing sequence without adding an appraisal procedure. Accessed September 5, 2026.
• New Mexico Compilation Commission scope of coverage confirms that the official compilation is current through the 2026 Second Session. Accessed September 5, 2026.