A. Any two or more domestic corporations may merge into one corporation pursuant to a plan of merger approved in the manner provided in the Nonprofit Corporation Act. B. Each corporation shall adopt a plan of merger setting forth: (1) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; (2) the terms and conditions of the proposed merger; (3) a statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger; and (4) such other provisions with respect to the proposed merger as are deemed necessary or desirable. History: 1953 Comp., § 51-14-82, enacted by Laws 1975, ch. 217, § 40. ANNOTATIONSThe Nonprofit Corporation Act does not authorize the secretary of state to convert a nonprofit corporation to a profit corporation or limited liability company. — The Nonprofit Corporation Act (NCA), 53-8-1 to 53-8-99 NMSA 1978, provides that nonprofit corporations can undergo specific types of transformations, namely a merger or consolidation into another nonprofit corporation, but no provision of the NCA provides for 1978, provides that nonprofit corporations can undergo specific types of transformations, namely a merger or consolidation into another nonprofit corporation, but no provision of the NCA provides for other types of entity transformations, such as a conversion to another type of business entity like a profit corporation or limited liability company (LLC). Accordingly, the secretary of state cannot convert previously licensed nonprofit corporation medical cannabis producers to domestic profit corporations or LLCs. Conversion of Medical Cannabis Distributors Nonprofits (8/27/21), Att'y Gen. Adv. Ltr. 2021-10. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations § 2503.
New Mexico Legal Code