Nonprofit Corporation Voluntary Dissolution Filing Requirements in New Mexico

At a glance

Requirements one by one

Authorization begins winding up

Under NMSA 1978 § 53-8-47(A), the board recommends dissolution to voting members, who approve by at least two-thirds of the votes members present or represented by proxy are entitled to cast. Abstentions do not reduce that entitlement denominator. With no voting members, a majority of the directors in office approves. Section 53-8-20 supplies the ordinary board meeting rule; § 53-8-97 permits unanimous written consents by the relevant members or directors instead of meetings.

After the dissolution resolution, § 53-8-47(B) says the corporation “shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof” and must immediately mail proposed-dissolution notice to each known creditor.

Complete the asset steps before filing

Section 53-8-48 puts debts and obligations first, followed by property subject to return conditions and restricted-purpose transfers. The distribution plan under § 53-8-49 is required where the Act requires a plan for a transfer; it uses a board recommendation and at least two-thirds of represented member voting entitlement, or a majority of directors in office without voting members. Member notice must include the plan or its summary.

Only after debts are discharged or adequately provided for and remaining assets transferred, conveyed, or distributed does § 53-8-51 call for articles executed by two authorized officers. The articles must include the approval facts, debt and asset statements, plan or statement that none was adopted, provision for pending suits, and confirmation that the corporation has resigned as registered agent or is not serving as one for a New Mexico registered entity. Section 53-8-52 requires an original and a copy and ends corporate existence on issuance of the state certificate, subject to preserved proceedings and corporate action.

Stop the process before the certificate

Section 53-8-50 permits revoking the voluntary dissolution proceedings at any time before the certificate is issued. It specifies a board recommendation, purpose notice, and the member threshold, or majority-director approval without voting members. The approved resolution allows the corporation to conduct its affairs again.

Section 53-8-63 preserves remedies for pre-dissolution rights, claims, and liabilities when the proceeding begins within two years. Members, directors, and officers may take action appropriate to protecting that remedy; this is the limited authority preserved after certificate issuance.

What trips people up

Section 53-8-48(D) bars direct or indirect asset distributions to members, former members, directors, former directors, officers, and former officers even when articles or bylaws address distribution of other assets. A membership or office does not entitle its holder to a liquidation payout.

Common questions

How much notice do members ordinarily receive?

Section 53-8-14(A) defaults to written notice delivered personally or by mail 10–50 days before the meeting, unless articles or bylaws provide otherwise. The dissolution purpose must also appear under § 53-8-47(A)(1).

Can members participate remotely?

The current §§ 53-8-15(B) and -16 permit simultaneous remote electronic participation and count it for the member quorum. These provisions were amended in 2025. The dissolution-specific two-thirds threshold in § 53-8-47 remains the operative approval rule.

Statutes and sources

NMSA 1978 § 53-8-47

A. A corporation may dissolve and wind up its affairs in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or (2) if there are no members, or no members entitled to vote thereon, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. B. Upon the adoption of such resolution by the members, or by the board of directors if there are no members or no members entitled to vote thereon, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in the Nonprofit Corporation Act.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-48

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: A. all liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made therefor; B. assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; C. assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more nonprofit domestic or foreign corporations, nonprofit societies or nonprofit organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in the Nonprofit Corporation Act; D. other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws, but in no event may any member, former member, director, former director, officer or former officer receive directly or indirectly any distribution or portion of a distribution of any assets; and E. any remaining assets may be distributed to such persons, nonprofit societies, nonprofit organizations or nonprofit domestic or foreign corporations whether for profit or nonprofit as may be specified in a plan of distribution adopted as provided in the Nonprofit Corporation Act.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-49

A plan providing for the distribution of assets, not inconsistent with the provisions of the Nonprofit Corporation Act, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which the Nonprofit Corporation Act requires a plan of distribution, in the following manner: A. if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast; or B. if there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-50

A. A corporation may, at any time prior to the issuance of a certificate of dissolution by the corporation commission [secretary of state], revoke the action theretofore taken to dissolve the corporation, in the following manner: (1) if there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in the Nonprofit Corporation Act for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast; or (2) if there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office. B. Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, the corporation may thereupon again conduct its affairs.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-51

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation are paid and discharged, or adequate provision has been made therefor, and all of the remaining property and assets of the corporation are transferred, conveyed or distributed in accordance with the provisions of the Nonprofit Corporation Act, articles of dissolution shall be executed by the corporation by two authorized officers of the corporation, which statement shall set forth: A. the name of the corporation; B. if there are members entitled to vote thereon: (1) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting and that the resolution received at least two-thirds of the votes that members present at the meeting or represented by proxy were entitled to cast; or (2) a statement that the resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto; C. if there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that the resolution received the vote of a majority of the directors in office; D. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; E. a copy of the plan of distribution, if any, as adopted by the corporation or a statement that no plan was so adopted; F. that all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of the Nonprofit Corporation Act; G. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit; and H. confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-52

A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the articles of dissolution shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that such articles of dissolution conform to law, it shall, when all fees have been paid as prescribed in the Nonprofit Corporation Act: (1) endorse on the original and copy the word "filed" and the month, day and year of the filing thereof; (2) file the original in the office of the commission [secretary of state]; and (3) issue a certificate of dissolution to which shall be affixed the copy. B. The certificate of dissolution, together with the copy of the articles of dissolution affixed thereto by the commission [secretary of state], shall be returned to the representative of the dissolved corporation. Upon the issuance of a certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors and officers as provided in the Nonprofit Corporation Act.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-14

A. Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the records of the corporation, with postage thereon prepaid. B. Attendance at any meeting by a member shall constitute a waiver of notice of the meeting, except where a member attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-16

The bylaws may provide the number or percentage of members entitled to vote represented in person, by proxy or via simultaneous, remote electronic means or the number or percentage of votes represented in person, by proxy or via simultaneous, remote electronic means that shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast on the matter to be voted upon represented in person, by proxy or via simultaneous, remote electronic means shall constitute a quorum. A majority of the votes entitled to be cast on a matter to be voted upon by the members present, represented by proxy or via simultaneous, remote electronic means at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by the Nonprofit Corporation Act, the articles of incorporation or the bylaws.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-20

A. A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the Nonprofit Corporation Act, the articles of incorporation or the bylaws. B. A quorum, once attained at a meeting, shall be deemed to continue until adjournment, notwithstanding the voluntary withdrawal of enough directors to leave less than a quorum.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-97

A. Any action required by the Nonprofit Corporation Act to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be. B. The consent as provided for in Subsection A of this section shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the corporation commission [secretary of state] under the Nonprofit Corporation Act.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-63

The dissolution of a corporation either by the issuance of a certificate of dissolution by the corporation commission [secretary of state], or by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in the Nonprofit Corporation Act, or by expiration of its period of duration, shall not take away or impair any remedy available to or against the corporation, its directors, officers or members, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding thereon is commenced within two years after the date of dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors and officers shall have power to take such corporate or other action as shall be appropriate to protect such remedy, right or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during such period of two years so as to extend its period of duration. History: 1953 Comp., § 51-14-105, enacted by Laws 1975, ch. 217, § 63. ANNOTATIONS Bracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Applicability to prior dissolutions. — Statutes concerning the survival period of a corporation after dissolution are generally construed as procedural rather than substantive; as a remedial or procedural matter, the survival period adopted after dissolution may apply to corporations dissolved before the effective date of the new survival statute. Quintana v. Los Alamos Med. Ctr., Inc., 1994-NMCA-162, 119 N.M. 312, 889 P.2d 1234. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2896, 2897. Service of process on dissolved domestic corporation in absence of express statutory direction, 75 A.L.R.2d 1399. 19 C.J.S. Corporations § 861 et seq. 53-8-64. Admission of foreign corporation. A. No foreign corporation has the right to conduct affairs in New Mexico until it has procured a certificate of authority to do so from the corporation commission [secretary of state]. No foreign corporation is entitled to procure a certificate of authority under the Nonprofit Corporation Act to conduct in New Mexico any affairs which a corporation organized under that act is prohibited from conducting. A foreign corporation shall not be denied a certificate of authority by reason of the fact that the laws of the state or country under which the corporation is organized governing its organization and internal affairs differ from the laws of this state. Nothing in the Nonprofit Corporation Act shall be construed to authorize this state to regulate the organization or the internal affairs of such corporation. B. Without excluding other activities which may not constitute conducting affairs in New Mexico, a foreign corporation shall not be considered to be conducting affairs in this state, for the purposes of the Nonprofit Corporation Act, by reason of carrying on in this state any one or more of the following activities: (1) maintaining or defending any action or suit or any administrative or arbitration proceeding or effecting the settlement thereof or the settlement of claims or disputes; (2) holding meetings of its directors or members or carrying on other activities concerning its internal affairs; (3) maintaining bank accounts; (4) creating evidences of debt, mortgages or liens on real or personal property; (5) securing or collecting debts due to it or enforcing any rights in property securing the same; (6) conducting its affairs in interstate commerce; (7) granting funds; (8) distributing information to its members; and (9) conducting an isolated transaction completed within a period of thirty days and not in the course of a number of repeated transactions of like nature.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-15

A. The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members. B. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact or via simultaneous, remote electronic means. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.

Official text (accessed 2026-09-30).

NMSA 1978 § 53-8-85

G. filing articles of dissolution, ten dollars ($10.00);

Official text (accessed 2026-09-30).