Corporate Sale of Substantially All Assets Approval Requirements in New Mexico

At a glance

Requirements one by one

The rule turns on course and the qualitative asset threshold

NMSA 1978, § 53-15-2 covers a sale, lease, exchange, or other disposition of all or substantially all property and assets, with or without goodwill, outside the usual and regular course. It states no percentage safe harbor, consolidated- subsidiary test, valuation formula, or investment-holding rule.

The board recommends and holders can fix the terms

The board adopts a resolution recommending the disposition and directing its submission to shareholders. Section 53-15-2(C) lets shareholders fix the terms, conditions, and consideration or authorize the board to fix them. The section states no conflict-based nonrecommendation or conditioning procedure.

Every record holder gets 20 days' purpose notice

Section 53-15-2(B) sends written notice to every voting and nonvoting record holder at least 20 days before the meeting. It states the disposition purpose but does not require a transaction description, terms, consideration, or a dissent-right warning.

The ordinary authorization is a majority of all shares entitled to vote, plus a majority of each class entitled to vote as a class and the total entitled shares. NMSA 1978, § 53-18-6 permits a greater articles threshold. Under § 53-18-6.1, some corporations existing on June 17, 1983 remain under the former two-thirds rule until the required articles or qualifying public-company bylaws opt-in.

NMSA 1978, § 53-18-8 permits action without a meeting only if all shareholders entitled to vote sign the written consent.

Ordinary-course dispositions and encumbrances need no holder vote

Section 53-15-1 lets the board authorize an all-or-substantially-all disposition in the usual course without holder approval. It does the same for a mortgage or pledge whether or not in that course. Article 15 states no separate wholly owned subsidiary, pro rata distribution, or dissolution exclusion.

The board can abandon subject to contracts

After shareholder authorization, § 53-15-2(D) lets the board abandon in its discretion without further holder action, subject to third-party contract rights. Article 15 states no statutory transaction agreement, signature, filing, amendment, closing, or timing mechanism.

Dissent covers fewer transaction verbs

NMSA 1978, § 53-15-3(A)(2) gives any shareholder a payment right for a sale or exchange of all or substantially all assets outside the usual course, including a sale in dissolution. It excludes a court-ordered sale and a cash sale requiring all or substantially all net proceeds to be distributed proportionally within one year. A lease or other disposition is not an automatic dissent event.

NMSA 1978, § 53-15-4(A) requires a written objection before or at the meeting, no vote in favor, and a written demand within 10 days after the vote. A holder with the payment right may attack the action only if it is unlawful or fraudulent as to the holder or corporation.

What trips people up

• The legacy vote can replace the visible majority. Formation date and a later statutory opt-in matter for some pre-June 17, 1983 corporations.
• Approval and dissent use different verbs. Approval covers sale, lease, exchange, or other disposition; automatic dissent names sale or exchange.
• The meeting notice is not a deal summary. It must state the purpose but § 53-15-2 does not require terms or consideration in the notice.

Common questions

Can unanimous written consent replace the meeting?

Yes. All shareholders entitled to vote must sign under § 53-18-8.

Does a mortgage require the asset-sale vote?

No. The board may authorize a mortgage or pledge without holder consent whether or not it is in the usual course.

May the board abandon after authorization?

Yes, in its discretion and without another holder action, subject to third-party contract rights.

Statutes and sources

• NMSA 1978, §§ 53-15-1 to -2 — ordinary-course and encumbrance rules, approval trigger, board action, notice, vote, and abandonment. Official annotated Chapter 53 master, accessed September 5, 2026.
• NMSA 1978, §§ 53-15-3 to -4 — dissent eligibility, exceptions, challenge boundary, and preservation steps. Official annotated Chapter 53 master, accessed September 5, 2026.
• NMSA 1978, §§ 53-18-6, -6.1, and -8 — greater and legacy vote rules and unanimous written consent. Official annotated Chapter 53 master, accessed September 5, 2026.
• New Mexico Compilation Commission scope of coverage — NMSA 1978 current through the 2026 Second Session. Official scope page, accessed September 5, 2026.