Free Dissolutions - New Mexico

DOMESTIC PROFIT DISSOLUTION

DOMESTIC PROFIT DISSOLUTION

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PUBLIC REGULATION COMMISSION CORPORATIONS BUREAU CHARTERED DOCUMENTS DIVISION P.O. BOX 1269 SANTA FE, NEW MEXICO 87504-1269 (505) 827-4511 REQUIREMENTS FOR DISSOLUTION OF A PROFIT CORPORATION
(IF BUSINESS HAS COMMENCED OR SHARES HAVE BEEN ISSUED)

(53-16-2 TO 53-16-12 NMSA 1978) FILING FEES: Statement of Intent to Dissolve, $50; Articles of Dissolution, $50 (for each filing submit a signed original, together with a duplicate copy which may be either signed or photocopied; the duplicate copy will be returned for the corporation's records, together with a Certificate of Dissolution in the case of Articles of Dissolution). The following fees apply only if you want an additional copy or copies to be certified: $25 per certified copy; if you do not provide the extra copy, a reproduction fee of $1 per page, minimum $10 is charged in addition to the $25 certification fee. Payment of fees must be made by check or money order, made payable to the New Mexico Public Regulation Commission or NMPRC. The PRC does not accept cash payment for any fees. FILING PROCEDURE: A corporation that has commenced business or has issued shares may be dissolved by consent of shareholders, or by act of the corporation. Step 1: If dissolving by consent of shareholders, a written consent must be executed by the shareholders, and a Statement of Intent to Dissolve By Written Consent of Shareholders must be filed with the commission, together with a copy of the shareholder's written consent. If dissolving by act of the corporation, a resolution to dissolve must be adopted by the board of directors and voted upon by the shareholders, and a Statement of Intent to Dissolve By Act of the Corporation must be filed, together with a copy of the resolution to dissolve. Forms for each of these two types of Statement of Intent to Dissolve are included in this packet. Choose one type to file with the commission; do not submit both. Submit (1) the signed original, together with a duplicate copy which may be either signed or photocopied, and (2) $50 filing fee. The duplicate copy will be returned for the corporation's records. Step 2: Upon receipt of the Statement of Intent to dissolve with the commission's endorsement that it has been filed, the corporation shall cease business immediately and take the proper steps to liquidate its business affairs, but its corporate existence shall continue until Articles of Dissolution have been filed with the commission. Contact the following state agencies to request clearance for dissolution (these clearances must be submitted together with the Articles of Dissolution): Taxation and Revenue Dept. ("Certificate of No Tax Due") Audit and Compliance P.O. Box 5557 Santa Fe, NM 87503-5557 Tel: 827-0951 Dept. of Labor ("Certificate of Compliance") Employment Security Div./Tax Section P.O. Box 2281 Albuquerque, NM 87103-2281 Tel: (505) 841-8563

Public Regulation Commission ("Letter of Clearance") Corporations Bureau/Corporate Report Compliance Div. P.O. Box 1269 Santa Fe, NM 87504-1269 Tel: (505) 827-4510 (Request form for this clearance is enclosed) (continued on following page)

Step 3: Upon receipt of the three clearances from each agency, the corporation shall file with the commission: (1) the signed original of the Articles of Dissolution, together with a duplicate copy which may be either signed or photocopied; (2) all three clearances; and (3) $50 filing fee. If the commission determines that the documents delivered for filing conform with the provisions of the Business Corporation Act, it shall, when all required filing fees have been paid, retain the signed original in the files of the commission and return the duplicate together with a Certificate of Dissolution. EXECUTION OF DOCUMENTS: The Statement of Intent to Dissolve and the Articles of Dissolution shall each be executed (signed) by an authorized officer of the corporation. NOTE: Please refer to the New Mexico Business Corporation Act (53-11-1 to 53-18-12, NMSA 1978) for the complete statutes governing a business corporation. A copy of the statutes can be obtained from this office at your request. The Corporations Bureau can only act in an administrative capacity. We cannot offer you legal advice or opinion on your particular filing. We recommend that you consult with your own attorney and accountant if you have any legal questions concerning your corporation. INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS. PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY. Please visit our website at: www.nmprc.state.nm.us

PUBLIC REGULATION COMMISSION
APPLICATION FOR TAX CLEARANCE FOR DISSOLUTION/WITHDRAWAL
***INFORMATION MUST BE LEGIBLE***

DATE: __________________ RE: __________________________________________________________________________________ (PRINT EXACT CORPORATE NAME AS REGISTERED WITH OUR OFFICE) NMPRC # ____________________ TAXATION & REVENUE ID # _____________________________ SUBJECT: TAX CLEARANCE REQUEST FOR DISSOLUTION/WITHDRAWAL THIS CORPORATION IS IN THE PROCESS OF DISSOLVING/WITHDRAWING FROM THE STATE OF NEW MEXICO AND IS REQUESTING TAX CLEARANCE. FINAL DAY OF BUSINESS: Month __________ Day __________ Year __________. NOTE: THE CORPORATION CANNOT BE ISSUED A TAX CLEARANCE FOR A FUTURE DATE OR IF IT IS DELINQUENT IN FILING REPORTS AND/OR PAYING FEES DUE. ALSO, A FINAL REPORT MAY BE REQUIRED THROUGH THE FINAL DAY OF BUSINESS. YOU WILL BE ADVISED ACCORDINGLY.

_______________________________________________ SIGNATURE OF OFFICER OR AUTHORIZED AGENT

NAME: ___________________________________________________ ADDRESS: ________________________________________________ CITY: ________________STATE: _______ZIP CODE: ____________ TELEPHONE: (_____)_______________________________________ MAIL TO:

PUBLIC REGULATION COMMISSION TAX COMPLIANCE DIVISION PO BOX 1269 SANTA FE, NM 87504-1269 PHONE: (505) 827-4510

DOCUMENTS MUST BE TYPED OR PRINTED LEGIBLY Instructions For Completing Form DPR-SDWS (Statement of Intent to Dissolve By Written Consent of Shareholders)
Article One: Enter the complete name of the corporation and the NMPRC# (charter ID number found on the Certificate of Incorporation). Article Two: Enter the names and addresses of all officers of the corporation. A New Mexico profit corporation must have at least one officer. Article Three: Enter the names and addresses of all directors of the corporation. A New Mexico profit corporation must have at least one director. Article Four: A copy of the shareholder's written consent must accompany the Statement of Intent to Dissolve. The statement contained in Article Four, if signed by all shareholders, will serve this purpose, or you may attach a copy of your own written consent with all shareholder's signatures. Written consent may be signed by the shareholder's attorneys authorized to consent on their behalf. Date and Execution: Enter the date the document was executed (signed). Enter the name of the corporation on the line indicated. The Statement of Intent to Dissolve must be signed by an authorized officer of the corporation.

SUBMIT ORIGINAL AND A COPY TYPE OR PRINT LEGIBLY

STATEMENT OF INTENT TO DISSOLVE

BY WRITTEN CONSENT OF SHAREHOLDERS
Pursuant to Section 53-16-2 of the New Mexico Business Corporation Act, the undersigned corporation submits the following statement of intent to dissolve the corporation upon written consent of all of its shareholders:

ARTICLE ONE: The name of the corporation is (include NMPRC #): __________________________ ____________________________________________________________________________________ ARTICLE TWO: The names and respective addresses of its officers are: (at least one officer must be listed) NAME PRES: V-PRES: SEC: TREAS: ARTICLE THREE: The names and respective addresses of its directors are: (at least one director must be listed) NAME ADDRESS ADDRESS

ARTICLE FOUR: The following written consent to dissolution of the corporation has been signed by all shareholders
or signed in their names by their respective attorneys authorized to consent on their behalf or a copy of the shareholder's written consent is attached:

We, the undersigned shareholders, hereby give our written consent to the dissolution of the corporation named in this Statement of Intent to Dissolve. Signature of each shareholder _________________________________________________________ (attach additional page if needed) _________________________________________________________ _________________________________________________________ _________________________________________________________ _________________________________________________________ Dated: ____________________ ____________________________________________ Name of Corporation By__________________________________________ Signature of Authorized Officer

Form DPR-SDWS (revised 7/03)

DOCUMENTS MUST BE TYPED OR PRINTED LEGIBLY
Instructions For Completing Form DPR-SDACT (Statement of Intent to Dissolve By Act of the Corporation)
Article One: Enter the complete name of the corporation and the NMPRC# (charter ID number found on the Certificate of Incorporation). Article Two: Enter the names and addresses of all officers of the corporation. A New Mexico profit corporation must have at least one officer. Article Three: Enter the names and addresses of all directors of the corporation. A New Mexico profit corporation must have at least one director. Article Four: To authorize dissolution by act of the corporation, the board of directors shall adopt a resolution recommending that the corporation be dissolved and submit the resolution to a vote of shareholders. Upon receiving an affirmative majority vote, the resolution shall be adopted. A copy of the resolution must be attached to the Statement of Intent to Dissolve By Act of the Corporation, as per Article Four. Article Five: All three statements must be completed. Date and Execution: Enter the date the document was executed (signed). Enter the name of the corporation on the line indicated. The Statement of Intent to Dissolve must be signed by an authorized officer of the corporation.

SUBMIT ORIGINAL AND A COPY TYPE OR PRINT LEGIBLY

STATEMENT OF INTENT TO DISSOLVE BY ACT OF THE CORPORATION
Pursuant to Section 53-16-3 of the New Mexico Business Corporation Act, the undersigned corporation submits the following statement of intent to dissolve the corporation by act of the corporation:

ARTICLE ONE: The name of the corporation is (include NMPRC#): ____________________________ _____________________________________________________________________________________ ARTICLE TWO: The names and respective addresses of its officers are: (at least one officer must be listed) NAME PRES: V-PRES: SEC: TREAS: ARTICLE THREE: The names and respective addresses of its directors are: (at least one director must be listed) NAME ADDRESS ADDRESS

ARTICLE FOUR: Attached is a copy of the resolution adopted by the shareholders authorizing the dissolution of the corporation. ARTICLE FIVE: The number of shares issued at the time of the adoption of the resolution was_______________________ The number of shares that voted for the resolution was ________________________________________ The number of shares that voted against the resolution was _____________________________________

Dated: ____________________________ __________________________________________ Name of Corporation By________________________________________ Signature of Authorized Officer Form DPR-SDACT (revised 07/03)

DOCUMENTS MUST BE TYPED OR PRINTED LEGIBLY
Instructions For Completing Form DPR-DV (Articles of Dissolution)
Article One: Enter the complete name of the corporation and the NMPRC# (charter ID number found on the Certificate of Incorporation). Article Two: Enter the date of filing of the Statement of Intent to Dissolve. This is the commission's "Filed" stamped date affixed to the corporation's copy of that document. Article Three: These statements are required to be set forth in the Articles of Dissolution. By signing this document, the corporation is affirming these statements. Date and Execution: Enter the date the document was executed (signed). Enter the name of the corporation on the line indicated. The Articles of Dissolution must be signed by an authorized officer of the corporation. NOTE: All three clearances must be submitted with the Articles of Dissolution: (1) Taxation & Revenue Dept. "Certificate of No Tax Due", which must be completed and notarized by a corporate official; (2) Dept. of Labor "Certificate of Compliance"; (3) Public Regulation Commission "Letter of Clearance"

SUBMIT ORIGINAL AND A COPY
TYPE OR PRINT LEGIBLY Profit Corporation ARTICLES OF DISSOLUTION Pursuant to the provisions of Section 53-16-11 of the New Mexico Business Corporation Act, the undersigned corporation adopts the following Articles of Dissolution for the purpose of dissolving the corporation:

ARTICLE ONE: The name of the corporation is (include NMPRC#): ____________________ ______________________________________________________________________________ ARTICLE TWO: A Statement of Intent to Dissolve the corporation was filed with the Commission on: _______________________________________________________________ ARTICLE THREE: All debts, obligations and liabilities of the corporation have been paid and discharged or adequate provision has been made therefore. The remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests. There are no suits pending against the corporation in any court, or adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit.

Dated: __________________________ _________________________________________ Name of Corporation By________________________________________ Signature of Authorized Officer

THE CLEARANCES FOR DISSOLUTION ISSUED BY THE FOLLOWING NEW MEXICO STATE AGENCIES MUST BE ATTACHED TO THIS DOCUMENT:
1) Taxation and Revenue Department ("Certificate of No Tax Due") 2) Department of Labor ("Certificate of Compliance") 3) Public Regulation Commission ("Letter of Clearance")

Form DPR-DV
(revised 07/03)