Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in New Mexico
At a glance
| Governing law, entity types, domestic/foreign status, and direct-conversion scope | New Mexico LLC Act §§ 53-19-59 to -61; ordinary New Mexico corporation may convert directly into a New Mexico LLC. “Corporation” also includes a foreign corporation, but no domestic-corporation-to-foreign-LLC route is stated (§§ 53-19-59 to -60) |
|---|---|
| Direct route, destination LLC, and substitute-merger boundary | Direct domestic-LLC route available; the section requires New Mexico LLC Articles of Organization and does not authorize a foreign LLC result. No merger, dissolution, or asset-transfer substitute prescribed (§ 53-19-60) |
| Plan terms, required contents, and resulting LLC governing documents | Agreement states terms and conditions for converting owners' interests into LLC interests, cash, other consideration, or a combination. No express entity-name, destination-jurisdiction, LLC-articles, or operating-agreement term required in the agreement itself (§ 53-19-60(C)) |
| Board adoption, recommendation, conditions, and authority | Conversion-specific statute states no board proposal, adoption, recommendation, conditioning, or conflict rule. A governing internal writing specifically concerning conversions may set the approval method; otherwise all shareholders approve (§ 53-19-60(B)) |
| Shareholder vote, class/series groups, written consent, and unanimity | Governing conversion provision controls; absent one, all shareholders approve, with no separate class/series or no-issued-share exception stated. General no-meeting action requires written unanimous consent (§§ 53-19-60(B), 53-18-8) |
| Notice, nonvoting holders, and consent to new personal liability | No conversion-specific notice or separate new-liability consent rule. If a meeting is used, voting holders get 10-50 days' written purpose notice; default approval already reaches all shareholders. Written unanimity has no separate notice step (§§ 53-11-29, 53-18-8; 53-19-60(B)) |
| Conversion and LLC formation filings, signer, and contents | Corporation files LLC Articles of Organization plus statements of former form/name, votes for/against and required threshold if nonunanimous, and corporate-certificate cancellation. Articles state name, agent/office, different principal address, nonperpetual term, manager status, and single-member authority; separate agent acceptance (§§ 53-19-8 to -9, -60(D)) |
| Fees, delayed effectiveness, abandonment, withdrawal, and correction | Statute lists $50 for original LLC articles and $100 for articles of conversion but does not state the combined charge for § 53-19-60's articles-plus-statement filing. Filing-effective or any stated later date; no maximum, amendment, abandonment, withdrawal, or correction procedure stated (§§ 53-19-10, -60(F), -63) |
| Property, contracts, debts, proceedings, owner interests, and continuity | Same entity for all purposes; property remains vested, debts/liabilities/obligations continue, proceedings continue, rights/powers remain unless other law prohibits, and owners continue unless agreement says otherwise (§ 53-19-61) |
| Tax, licensing, contract, creditor, securities, and foreign-qualification boundaries | Domestic-LLC route only; filing cancels corporate certificate at effect. Continuity does not itself promise tax treatment, contract/license consent or continuity, securities compliance, creditor priority, appraisal rights, or foreign qualification (§§ 53-19-60(E), -61) |
Requirements one by one
A direct but domestic-only conversion
New Mexico permits a corporation to become a New Mexico LLC directly. The definition reaches a New Mexico or foreign corporation, but the filing creates a New Mexico LLC through New Mexico Articles of Organization; this section states no route for a domestic corporation to become a foreign LLC. NMSA 1978 §§ 53-19-59 to 53-19-60.
The agreement states the terms and conditions for converting shares into LLC interests, cash, other consideration, or a combination. Unlike newer entity- transaction statutes, § 53-19-60(C) does not require the agreement itself to repeat the entity names, destination jurisdiction, LLC articles, or operating agreement.
Approval depends first on the governing writing
A document, instrument, agreement, or other internal-governance writing may set the approval method if it specifically addresses conversions. Without that provision, every shareholder approves. The conversion section states no separate board adoption, recommendation, conditioning, class-vote, no-issued-share, or new-personal-liability-consent rule. NMSA 1978 § 53-19-60(B).
If approval occurs at a meeting, general corporation law gives shareholders entitled to vote 10 to 50 days' written notice stating the special-meeting purpose. Written action instead requires a consent signed by every shareholder entitled to vote and has the effect of a unanimous vote. The conversion statute adds no nonvoter or postconsent notice. NMSA 1978 §§ 53-11-29, 53-18-8.
The LLC articles carry the conversion statement
After approval, the corporation files New Mexico Articles of Organization plus a statement that identifies the former entity type and name, reports votes for and against and the required threshold if approval was not unanimous, and states that the corporate certificate will be canceled at effectiveness. NMSA 1978 § 53-19-60(D)-(E).
The LLC articles state the LLC name, initial registered agent and office, any different principal-business street address, any nonperpetual duration, whether a manager has management authority, and whether the LLC may operate with a single member. A separate agent-acceptance statement accompanies the filing. NMSA 1978 §§ 53-19-8 to 53-19-9.
The statute identifies the corporation as the filer but does not name the individual who signs this conversion filing. Section 53-19-9 still calls for signed original articles and an agent acceptance.
The fee section lists $50 for original LLC Articles of Organization and $100 for articles of conversion. Because § 53-19-60 uses articles containing an added conversion statement rather than naming a separate conversion document, the statutes do not clarify whether the charges combine; this page therefore does not state a total. NMSA 1978 § 53-19-63(A), (C).
The conversion takes effect on filing or at any later date stated in the articles. New Mexico supplies no maximum delay. The conversion provisions state no plan-amendment, abandonment, filed-record withdrawal, or correction route. NMSA 1978 §§ 53-19-10, 53-19-60(F).
Continuity and limits
The resulting LLC is the same entity for all purposes. Property remains vested; debts, liabilities, and other obligations continue; proceedings continue as if no conversion occurred; and rights, powers, and purposes remain unless other law prohibits. Owners continue unless the agreement provides otherwise. NMSA 1978 § 53-19-61.
The statute does not itself promise tax treatment, contract or license consent or continuity, securities compliance, creditor priority, or foreign qualification. The corporation-conversion section also states no express appraisal right.
What trips people up
New Mexico's default is unanimity because the internal writing lacks a provision specifically concerning conversions—not merely because the corporation has no conversion agreement. A general merger clause does not satisfy the words of § 53-19-60(B).
The filing is not a standalone Certificate of Conversion followed by LLC articles. The conversion statements travel with the resulting LLC's Articles of Organization, and those articles cancel the corporate certificate when the conversion takes effect.
Common questions
May the articles or bylaws set a lower threshold?
Yes if the applicable governing document or other internal writing specifically provides how conversions are approved. Otherwise every shareholder must approve. NMSA 1978 § 53-19-60(B).
Can shareholders approve without a meeting?
Yes, by written consent signed by all shareholders entitled to vote. NMSA 1978 § 53-18-8.
May the filing use a delayed effective date?
Yes. The articles may state any later date; the statute gives no 30- or 90-day ceiling. NMSA 1978 §§ 53-19-10, 53-19-60(F).
Statutes and sources
- NMSA 1978 §§ 53-19-59 to -61 — direct route, entity scope, agreement, approval, conversion statements, effective date, cancellation, and continuity.
- NMSA 1978 §§ 53-19-8 to -10 and § 53-19-63 — LLC articles, companion filing, formation timing, and statutory fee entries.
- NMSA 1978 §§ 53-11-29, 53-11-32, and 53-18-8 — general shareholder meeting notice, vote, and unanimous written consent.
All statute text is from the New Mexico Compilation Commission's current annotated Chapter 53 master, accessed September 6, 2026. Its scope page states that the compilation is current through the 2026 Second Session.
Source links
Every statute quoted above, linked, with the date we checked it.
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