Legal Question in Business Law in New Mexico

Re-incorporation

We formed a NM Corporation in order to submit a bid for a contract. We were not selected. The Corporation still exists, we have not filed for any dissolution. We are not Publically traded. Ownership is divided amongst three related persons. We still have other products we are interested in perhaps developing under the corporation, but want to "reform" or "reincorporate".

The reason is that we would like to have the date of incorporation changed as well as the percentage of ownership amongst the three of us. This is because of the difference in responsiblities for the new product areas we want to develop.

We also want to keep either the same corporate name or revise it slightly. Because of this we are not sure of how to go about filing Articles of Incorporation. In other words, if we file for a completely new corporation with a similar name as our other one, will the Dept. of Corporations be okay with that? We are thinking yes since the incorporators of the new company (with the same or similar name) are two thirds of the old one.

Can you tell us how to do this and give any other help?

Thank you!


Asked on 3/10/98, 6:08 pm

1 Answer from Attorneys
Gerald Hershenson Law Office of Gerald M. Hershenson

Reincorporation

I suggest you consult legal counsel. The question you pose is too complicated for a simple answer. My feeling is that a new incorporation is unnecessary and that the ownership structure is easy to change by written agreement. I do not understand the significance of changing the incorporation date and the expense of incorporation of a new entity may not justify that action. Having an attorney review your concerns will provide a more informed basis of an opinion

This transmission does not create an attorney-client relationship. We will not represent anyone without a written agreement signed by all parties. Answers to questions are for general information only and should not be construed as legal advice in any particular jurisdiction. If you need legal advice for a specific problem, seek the services of a knowledgeable attorney in your area.

Read more
Answered on 3/16/98, 8:22 am


Related Questions & Answers

More Business Law questions and answers in New Mexico