N.M. Stat. § 53-19-54

Current through 2024, ch. 69

Section 53-19-54 - Transactions not constituting transacting business

A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of the Limited Liability Company Act:

(1) maintaining, defending or settling any proceeding;

(2) holding meetings of its members or carrying on any other activities concerning its internal affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company's own securities or interests or appointing and maintaining trustees or depositories with respect to those securities or interests;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside New Mexico before they become contracts;

(7) creating as borrower or lender or acquiring indebtedness or mortgages or other security interests in real or personal property;

(8) securing or collecting debts or enforcing rights in property securing debts;

(9) investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests; executing division orders, contracts of sale and other instruments incidental to the ownership of such nonoperating mineral interests; and, in general, owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; or

(11) transacting business in interstate commerce.

B. A foreign limited liability company shall not be considered to be transacting business in New Mexico solely because it:

(1) owns a controlling interest in a corporation or a foreign corporation that transacts business in New Mexico;

(2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in New Mexico; or

(3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in New Mexico.

C. This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in New Mexico or to regulation under any other law of New Mexico.

NMS § 53-19-54

Laws 1993, ch. 280, § 54.