N.M. Stat. § 53-19-62.1
Conversion and mergers; articles of merger.
A. After approval of the plan of merger under Subsection C of Section 53-19-62
NMSA 1978, unless the merger is abandoned under Subsection D of Section 53-19-62
NMSA 1978, articles of merger must be signed on behalf of each limited liability
company and other entity that is a party to the merger and delivered to the commission
[secretary of state] for filing. The articles must set forth:
(1)
the name and jurisdiction of formation or organization of each of the
limited liability companies and other entities that are parties to the merger;
(2)
for each limited liability company that is to merge, the date its articles of
organization were filed with the commission [secretary of state];
(3)
that a plan of merger has been approved and signed by each limited
liability company and other entity that is to merge;
(4)
the name and address of the surviving limited liability company or other
surviving entity;
(5)
the effective date of the merger;
(6)
if a limited liability company is the surviving entity, such changes in its
articles of organization as are necessary by reason of the merger;
(7)
if a party to a merger is a foreign limited liability company, the jurisdiction
and date of filing of its initial articles of organization and the date when its application for
authority was filed with the commission [secretary of state] or, if an application has not
been filed, a statement to that effect; and
(8)
if the surviving entity is not a limited liability company, an agreement that
the surviving entity may be served with process in this state in any action or proceeding
for the enforcement of any liability or obligation of any limited liability company
previously subject to suit in this state that is to merge, and for the enforcement, as
provided in the Limited Liability Company Act, of the right of members of any limited
liability company to receive payment for their interest against the surviving entity.
B. If a foreign limited liability company is the surviving entity of a merger, it may not
do business in this state until an application for that authority is filed with the
commission [secretary of state].
C. The surviving limited liability company or other entity shall furnish a copy of the
plan of merger, on request and without cost, to any member of any limited liability
company or any person holding an interest in any other entity that is to merge.
D. Articles of merger operate as an amendment to the limited liability company's
articles of organization.