New Mexico Statutes Chapter 53. Corporations § 53-19-2. Definitions

As used in the Limited Liability Company Act:

A. “articles of organization” means the original or restated articles filed pursuant to the Limited Liability Company Act and any amendments to those articles, including articles of merger or consolidation;

B. “corporation” means an organization incorporated under the laws of New Mexico or a foreign corporation;

C. “commission” means the public regulation commission [secretary of state] or its designee;

D. “court” means a court having jurisdiction in the case;

E. “event of dissociation” means an event that causes a person to cease to be a member of a limited liability company;

F. “foreign corporation” means a corporation that is organized under the laws of another state or a foreign country;

G. “foreign limited liability company” means a person that is:

(1) an unincorporated association;

(2) organized under the laws of another state or foreign country;

(3) organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the person;  and

(4) is not required to be registered or organized under the laws of New Mexico other than the Limited Liability Company Act;

H. “foreign limited partnership” means a limited partnership formed under the laws of another state or a foreign country;

I. “limited liability company” or “domestic limited liability company” means an organization formed pursuant to the provisions of the Limited Liability Company Act;

J. “limited liability company interest” means a member's or assignee's right to receive distributions and a return of capital from the limited liability company.  A member's or assignee's limited liability company interest does not include rights the member or assignee has on account of other matters, such as a right to receive accrued salary for services the member or assignee rendered to, repayment of a loan the member or assignee made to or indemnification by the limited liability company;

K. “limited partnership” means a limited partnership under the laws of New Mexico or a foreign limited partnership;

L. “manager” means, with respect to a limited liability company that has included a statement in its articles of organization that it is to be managed by a manager, the person designated as manager in accordance with the articles of organization or an operating agreement;

M. “member” means a person who has been admitted to membership in a limited liability company and who has not dissociated from that company;

N. “membership interest” or “interest” means a member's limited liability company interest and his rights to participate in management and control of the limited liability company;

O. “operating agreement” means a written agreement providing for the conduct of the business and affairs of a limited liability company and that agreement as amended in writing;

P. “person” means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal entity;  and

Q. “state” means a state, territory or possession of the United States, the District of Columbia or the commonwealth of Puerto Rico.


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