Requirements For Incorporating A New Mexico Corporation For Profit (Page 3 of 6) in pdf

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C. It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in

the Business Corporation Act.

D. The articles of incorporation may set forth any provision which the incorporators elect to set forth for the

regulation of the internal affairs of the corporation.

E. The articles of incorporation may provide that a director shall not be personally liable to the corporation or its

shareholders for monetary damages for breach of fiduciary duty as a director unless:

(1) the director has breached or failed to perform the duties of the director's office in compliance with

Subsection B of Section 53-11-35 NMSA 1978; and (Note 8)

(2) the breach or failure to perform constitutes:

(a) negligence, willful misconduct or recklessness in the case of a director who has either an

ownership interest in the corporation or receives in his capacity as a director or as any employee of the

corporation compensation of more than two thousand dollars ($2,000.00) from the

corporation in any calendar year; or

(b) willful misconduct or recklessness in the case of a director who does not have an ownership

interest in the corporation and does not receive in his capacity as director or as an employee

of the corporation compensation of more than two thousand dollars ($2,000)from the

corporation in any calendar year. Such a provision in the articles of incorporation shall,

however, only eliminate the liability of a director for action taken as a director or any failure to

take action as a director at meetings of the board of directors or of action of the directors

without a meeting pursuant to Section 53-11-43 NMSA 1978, on or after the date when such

provision in the articles of incorporation becomes effective. (Note 9)

53-12-3. FILING OF ARTICLES OF INCORPORATION.

A. Duplicate originals of the articles of incorporation and an affidavit executed by the designated registered agent in

which he acknowledges his acceptance of the appointment by the filing corporation as its registered agent, if agent is an

individual, or an affidavit executed by the president or vice president of a corporation which is the designated registered

agent in which the officer acknowledges the corporation's acceptance of the appointment by the filing corporation as its

registered agent, if the agent is a corporation shall be delivered to the commission.

NOTES:

1. One specific purpose must be stated in the purpose article.

2. Shares may be assigned par or no par value, into classes, series,

preferences, etc., if any.

(3)

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