COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. PUBLIC REGULATION COMMISSION : CORPORATIONS BUREAU Calendar No. CHARTERED DOCUMENTS DIVISION : JUDICIAL SUBPOENA P.O. BOX Plaintiff(s) 1269 SANTA FE, NEW MEXICO 87504-1269 -against: (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) Defendant(s) : ...... ......... .. ..... . ........ ... ....... . .. 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).PEOPLE OF THEfees apply only if YORK THE The following STATE OF NEW 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 additionTO the $25 certification fee. Payment of fees must be made by check or money order, made payable to to the New Mexico Public Regulation Commission or NMPRC. The PRC does not accept cash payment for any fees. FILINGGREETINGS: PROCEDURE: A corporation that has commenced business or has issued shares may be dissolved by consent of shareholders, or by act of the corporation. WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before , the dissolving by consent of shareholders, a written consent must be executed by the shareholders, and a Honorable at the Court Step 1: If located at County of to Dissolve By Written Consent of Shareholders must be filed with the commission, together Statement of Intent in room , on the day of , 20 at o'clock in the resolution any recessed with a copy of the shareholder’s written consent. If dissolving ,by act of the corporation, a noon, and atto dissolve or adjourned date, to testify and give evidence as a witness in this action on the part of the 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; failure to comply with Submit (1) the signed original, together court and will make you liable to Your do not submit both. this subpoena is punishable as a contempt of with a duplicate copy which may be the party on whose behalf this subpoena$50 filing fee. a maximum penalty of $50 and all damages sustained as a either signed or photocopied, and (2) was issued for The duplicate copy will be returned for the result records. corporation’s of your failure to comply. Step 2: Upon receipt of the Statement of Intent to dissolve with the commission’s endorsement thatthe has been Witness, Honorable , one of the Justices of it filed, the corporation shall cease business day of immediately and ,take the proper steps to liquidate its business affairs, Court in County, 20 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): (Attorney must sign above and type name below) Taxation and Revenue Dept. (“Certificate of No Tax Due”) Audit and Compliance P.O. Box 5557 Santa Fe, NM 87503-5557 Tel: 827-0951 (Request form for this clearance is enclosed) Dept. of Labor (“Certificate of Compliance”) Employment Security Div./Tax Section Attorney(s) P.O. Box 2281 for Albuquerque, NM 87103-2281 Tel: (505) 841-8563 Office and P.O. Address Public Regulation Commission (“Letter of Clearance”) Corporations Bureau/Corporate Report Compliance Div. Telephone No.: P.O. Box 1269 Facsimile No.: Santa Fe, NM 87504-1269 Address: E-Mail Tel: (505) 827-4510 Mobile Tel. No.: (Request form for this clearance is enclosed) (continued on following page) American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Plaintiff(s) Calendar No. : JUDICIAL SUBPOENA Step 3: Upon receipt of the three clearances from each agency, the corporation shall file with the commission: -against: (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. Defendant(s) : ...... .. .............. ... ........ .. .... . ...... 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: THE PEOPLEto the New Mexico Business Corporation Act (53-11-1 to 53-18-12, NMSA 1978) for the Please refer OF THE STATE OF NEW YORK 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 TO 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 GREETINGS: FOLLOW THESE INSTRUCTIONS CAREFULLY. WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before Please visit our website at: the , the Honorable at www.nmprc.state.nm.us Court located at County of in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. Witness, Honorable Court in County, , one of the Justices of the day of , 20 (Attorney must sign above and type name below) Attorney(s) for Office and P.O. Address Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Plaintiff(s) Calendar No. : JUDICIAL SUBPOENA -against- 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). Defendant(s) : ...................................................... 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 THE PEOPLE OF THE STATE OF NEW forth in the Articles of Dissolution. By signing this document, the corporation is Three: These statements are required to be set YORK affirming these statements. TO 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 GREETINGS: “Certificate of Compliance”; (3) Public Regulation Commission “Letter of that all business and excuses being laid aside, you and each of you attend before WE COMMAND YOU, Clearance” , the Honorable at the Court located at County of in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. Witness, Honorable Court in County, , one of the Justices of the day of , 20 (Attorney must sign above and type name below) Attorney(s) for Office and P.O. Address Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : SUBMIT ORIGINAL AND A COPY TYPE OR PRINT LEGIBLY : Plaintiff(s) Calendar No. JUDICIAL SUBPOENA -against- 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: Defendant(s) : 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: THE PEOPLE OF THE STATE OF NEW YORK _______________________________________________________________ TO 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 GREETINGS: There are no suits pending against the corporation in any court, or adequate and interests. provision has been made for the satisfaction of any judgment, order or decree that may be entered againstWE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before it in any pending suit. , the Honorable at the Court located at County of Dated: __________________________ of in room , on the day , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the _________________________________________ Name of Corporation By________________________________________ Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to Signature of maximum penalty of the party on whose behalf this subpoena was issued for a Authorized Officer $50 and all damages sustained as a result of your failure to comply. THE CLEARANCES FOR DISSOLUTION ISSUED BY THE FOLLOWING NEW MEXICO Witness, Honorable , one of the Justices of the STATE AGENCIES MUST BE ATTACHED TO20 Court in County, day of , THIS DOCUMENT: 1) Taxation and Revenue Department (“Certificate of No Tax Due”) 2) Department of Labor (“Certificate of Compliance”) (Attorney must sign above and type name below) 3) Public Regulation Commission (“Letter of Clearance”) Attorney(s) for Office and P.O. Address Form DPR-DV (revised 7/03) Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com