New Mexico Corporation Merger Agreement and Approval Packet
NEW MEXICO CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two New Mexico domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign corporations, exchange plans, professional corporations, public-company, regulated, insolvent, or contested-control transactions.
1. Classification
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], business ID [________] |
| Merger Sub | [Exact legal name], business ID [________] |
| Consideration | ☐ cash ☐ shares/obligations ☐ other property/securities ☐ mixed |
| Classes affected | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — Attachment A |
| Filing date | [__/__/____] |
☐ Reconcile governing documents, capitalization, voting arrangements, awards, contracts, liens, permits, employees, benefits, taxes, litigation, property, data, insurance, and qualifications.
2. Agreement and Plan
This Agreement and Plan of Merger is made as of [DATE] between [TARGET] (the surviving corporation) and [MERGER SUB] (the merging corporation). Each board, by its own resolution, approves this Plan under § 53-14-1.
Merger terms. Subject to the approvals and conditions below, Merger Sub will merge into Target. Target will be the surviving corporation. The parties will submit the Articles of Merger after their required approvals and closing conditions are satisfied. The intended effective date or event is [________________________________], subject to the filing acceptance and applicable law.
Share conversion. At the merger's effective time, each outstanding share identified below will be converted into the consideration stated for that class. The exchange agent, delivery instructions, treatment of fractional shares, and treatment of options, warrants and convertible securities are stated in Schedule [____], signed by both parties and attached to this Plan. No class may be left without a conversion term.
| Corporation / class | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [________] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [________] | [____] | [________________________________] | [________________________________] |
Survivor articles. ☐ Target's articles remain unchanged. ☐ Only Target's name changes to [NAME]. ☐ Target's articles change as stated in the complete text of Attachment A. The parties confirm the selected text is part of this Plan.
Closing obligations. Before filing, each party will deliver its board resolution, required shareholder approval or documented survivor no-vote analysis, required dissenters' notices and records, and the signed Articles of Merger information. Each party will perform the additional conditions in Schedule [____]. Either party may terminate before filing only under the signed termination terms in Schedule [____]; any postapproval abandonment follows § 53-14-3(C).
3. Approval Record
Each board directs a shareholder vote unless the survivor qualifies for § 53-14-3(D)'s narrow no-vote route. Give every record shareholder, whether entitled to vote or not, written notice at least 20 days before the meeting; state the merger purpose and include this Plan or a summary. Section 53-14-3(B) ordinarily requires a majority of shares entitled to vote for each corporation; if a class votes separately, it instead requires a majority of each class entitled to vote as a class for that corporation. Check § 53-18-6.1: a corporation existing on June 17, 1983 may retain the former two-thirds requirement unless it opted into the lower threshold under that section. Record each corporation's actual threshold below.
| Corporation / group | Entitled shares | Required | For / against |
|---|---|---|---|
| Target / total | [____] | [____] | [____ / ____] |
| Target / separate class | [____] | [____] | [____ / ____] |
| Merger Sub / total | [____] | [____] | [____ / ____] |
| Merger Sub / separate class | [____] | [____] | [____ / ____] |
| Older-corporation and no-vote gate | Target | Merger Sub |
|---|---|---|
| Existed June 17, 1983; § 53-18-6.1 opt-in reviewed | [____] | [____] |
| Articles and class-vote requirements reviewed | [____] | [____] |
| Survivor no-vote route under § 53-14-3(D) proven, if claimed | [____] | Not applicable |
The survivor no-vote route requires all four § 53-14-3(D)(1) conditions: no survivor-article difference except name; identical shares and rights for each existing survivor shareholder; and, separately for voting and participating shares, no more than a 20% increase after counting shares outstanding immediately after the merger plus shares issuable on conversion of securities and exercise of rights or warrants issued under the merger terms.
4. Dissenters' Rights
Section 53-15-3 generally supplies rights for a plan of merger, except to shareholders of a survivor whose vote is unnecessary. Under § 53-15-4(A), a dissenting shareholder must object in writing before or at the vote and, after approval without voting in favor, ordinarily demand payment within 10 days after the vote. Record and beneficial-holder rules, later notice, payment, and court procedure continue under § 53-15-4. Apply any different no-vote branch only after separate review of that transaction and its statutory route.
☐ Track written dissent, no-favorable-vote conditions, demands, certificates, payments, valuation disputes, and court dates separately.
5. Articles, Closing, and Signatures
Articles under § 53-14-4 include this Plan; outstanding-share and class data or the survivor no-vote statement; and votes for and against by corporation and class when approval is required. An authorized officer of each corporation executes the articles. The Secretary of State says business filings now use the online portal and paper filings are no longer accepted; complete the current online merger workflow and retain the certificate and filed articles.
| Articles-of-Merger item | Target | Merger Sub |
|---|---|---|
| Exact name and Plan attached | [____] | [____] |
| Outstanding shares and any class data, or survivor no-vote statement | [____] | [____] |
| Votes for and against by applicable class | [____] | [____] |
| Authorized officer signing | [____] | [____] |
☐ Retain the certificate and file-stamped copy and confirm consideration, notices, contracts, permits, tax, payroll, benefits, insurance, property, data, stock ledger, and minute books.
[TARGET] — By: __________________ Name / title: [________________] Date: [__/__/____]
[MERGER SUB] — By: __________________ Name / title: [________________] Date: [__/__/____]
Schedule A — Exchange and Closing Terms
| Term | Agreed entry |
|---|---|
| Exchange agent and address | [________________________________] |
| Certificate or book-entry exchange instructions | [________________________________] |
| Fractional shares or cash in lieu | [________________________________] |
| Options, warrants, convertible securities and other rights | [________________________________] |
| Required regulatory, lender, contract or other third-party consent | [________________________________] |
| Other closing condition and responsible party | [________________________________] |
| Termination before filing; remedy if condition fails | [________________________________] |
Target approval of Schedule A: __________________ Merger Sub approval of Schedule A: __________________
Attached schedules: ☐ Complete share conversion terms for each class ☐ Survivor article changes, if any ☐ Additional closing conditions ☐ Termination and remedies.
Sources and References
About this template
- Last updated
- October 26, 2026
- Citations checked
- October 26, 2026
- Jurisdiction
- New Mexico
- Category
- Corporate & Business
Legal authority
- NMSA 1978, § 53-14-1 (plan of merger)
- NMSA 1978, § 53-14-3 (shareholder approval)
- NMSA 1978, § 53-14-4 (articles of merger)
- NMSA 1978, § 53-15-3 (dissenters' rights)
- NMSA 1978, § 53-15-4 (dissenters' procedure)
- NMSA 1978, § 53-18-6.1 (older-corporation voting threshold)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on October 26, 2026.
NMSA 1978, § 53-14-1 (checked October 26, 2026): "The board of directors of each corporation shall, by resolution adopted by each such board, approve a plan of merger setting forth"
NMSA 1978, § 53-14-3(A)-(B) (checked October 26, 2026): "Written notice shall be given to each shareholder of record, whether or not entitled to vote at the meeting, not less than twenty days before the meeting"
NMSA 1978, § 53-14-3(B) (checked October 26, 2026): "The plan shall be approved upon receiving the affirmative vote of the holders of a majority of the shares entitled to vote thereon of each such corporation, unless any class of shares of any such corporation is entitled to vote thereon as a class"
NMSA 1978, § 53-14-3(D)(1) (checked October 26, 2026): "submission of a plan of merger to a vote at a meeting of shareholders of a surviving corporation shall not be required if"
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