N.M. Stat. § 53-19-26
Wrongful distributions.
A. No distribution may be made if, after giving effect to the distribution:
(1)
the limited liability company would not be able to pay its debts as they
become due in the usual course of business; or
(2)
the fair market value of the limited liability company's total assets would be
less than the sum of all of its liabilities other than liabilities to members with respect to
their membership interests and liabilities for which the recourse of the creditors is limited
to specific property of the limited liability company. For purposes of this provision, in the
case of specific property that is subject to a liability for which the recourse of the
creditors is limited to such property, only the fair market value of such property in
excess of such liability shall be included in the fair market value of the limited liability
company's assets.
B. The limited liability company may base a determination that a distribution is not
prohibited under Subsection A of this section either on:
(1)
financial statements prepared on the basis of accounting practices and
principles that are reasonable under the circumstances; or
(2)
any other valuation method that is reasonable under the circumstances.
C. Except as provided in Subsection E of this section, the effect of a distribution
under Subsection A of this section is measured as of:
(1)
the date the distribution is authorized if the distribution occurs within one
hundred twenty days after the date of authorization; or
(2)
the date distribution is made if it occurs more than one hundred twenty
days after the date of authorization.
D. Indebtedness of the limited liability company that it issued as a distribution to its
members or the terms of which provide that payment of principal and interest is to be
made only if and to the extent that payment of a distribution to members would not be
wrongful under this section, is not a liability for purposes of determinations made
pursuant to Paragraph (2) of Subsection A of this section.
E. Each payment of principal or interest on indebtedness of a limited liability
company that it issued as a distribution shall be treated as a distribution, the effect of
which is measured on the date such payment is actually made.