New Mexico Statutes

N.M. Stat. § 53-15-3 (2026)

Right of shareholders to dissent and obtain payment for

✓ current as of May 2026

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shares. A. Any shareholder of a corporation may dissent from, and obtain payment for the shareholder's shares in the event of, any of the following corporate actions:

(1) any plan of merger or consolidation to which the corporation is a party, except as provided in Subsection C of this section;

(2) any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all of the net proceeds of sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale;

(3) any plan of exchange to which the corporation is a party as the corporation the shares of which are to be acquired;

(4) any amendment of the articles of incorporation which materially and adversely affects the rights appurtenant to the shares of the dissenting shareholder in that it:

(a) alters or abolishes a preferential right of such shares;

(b) creates, alters or abolishes a right in respect of the redemption of such shares, including a provision respecting a sinking fund for the redemption or repurchase of such shares;

(c) alters or abolishes an existing preemptive right of the holder of such shares to acquire shares or other securities; or

(d) excludes or limits the right of the holder of such shares to vote on any matter, or to cumulate his votes, except as such right may be limited by dilution through the issuance of shares or other securities with similar voting rights; or

(5) any other corporate action taken pursuant to a shareholder vote with respect to which the articles of incorporation, the bylaws or a resolution of the board of directors directs that dissenting shareholders shall have a right to obtain payment for their shares.

B. (1) A record holder of shares may assert dissenters' rights as to less than all of the shares registered in his name only if the holder dissents with respect to all the shares beneficially owned by any one person and discloses the name and address of the person or persons on whose behalf the holder dissents. In that event, his rights shall be determined as if the shares as to which he has dissented and his other shares were registered in the names of different shareholders.

(2) A beneficial owner of shares who is not the record holder may assert dissenters' rights with respect to shares held on his behalf, and shall be treated as a dissenting shareholder under the terms of this section and Section 53-15-4 NMSA 1978 if he submits to the corporation at the time of or before the assertion of these rights a written consent of the record holder.

C. The right to obtain payment under this section shall not apply to the shareholders of the surviving corporation in a merger if a vote of the shareholders of such corporation is not necessary to authorize such merger.

D. A shareholder of a corporation who has a right under this section to obtain payment for his shares shall have no right at law or in equity to attack the validity of the corporate action that gives rise to his right to obtain payment, nor to have the action set aside or rescinded, except when the corporate action is unlawful or fraudulent with regard to the complaining shareholder or to the corporation.

History: 1953 Comp., § 51-28-3, enacted by Laws 1967, ch. 81, § 77; 1975, ch. 64, § 36; 1983, ch. 304, § 60.

ANNOTATIONS

Compiler's notes. — This section is derived from Section 80 of the ABA Model Business Corporation Act.

The 1983 amendment, effective June 17, 1983, added "and obtain payment for shares" at the end of the catchline, inserted "and obtain payment for the shareholder's shares in the event of" in the introductory language of Subsection A, inserted "except as provided in Subsection C of this section" in Paragraph (1) of Subsection A, added Paragraphs (3) to (5) of Subsection A, designated former Subsection B as present Paragraph (1) of Subsection B, rewrote the first sentence of Paragraph (1) of Subsection B, which formerly read: "A shareholder may dissent as to less than all of the shares registered in his name," added Paragraph (2) of Subsection B, substituted "The right to obtain payment under" for "The provisions of" at the beginning of Subsection C, and added Subsection D.

Duty of majority shareholder. — A majority shareholder, as well as an officer or director of a close corporation, when purchasing the stock of a minority shareholder, has a fiduciary duty to disclose material facts affecting the value of the stock which are known to the purchasing shareholder, officer or director by virtue of their position, but not known to the selling shareholder. Walta v. Gallegos Law Firm, P.C., 2002-NMCA- 015, 131 N.M. 544, 40 P.3d 449, cert. denied, 131 N.M. 619, 41 P.3d 345. Appraisal is not exclusive remedy. — Where the interest of a non-controlling shareholder in a closely-held corporation is eliminated by the controlling shareholders through the use of a freeze out merger transaction, the determination of the fair cash value of the non-controlling shareholder’s shares in an appraisal proceeding does not provide the exclusive remedy and does not eliminate common law actions for breach of fiduciary duty. McMinn v. MBF Operating Acquisition Corp., 2007-NMSC-040, 142 N.M. 160, 164 P.3d 41.

Where plaintiff, who was a shareholder in a corporation that had been merged out of existence, claimed that the merger was unfair and resulted in an unfair share price paid to shareholders because the directors of the corporation breached fiduciary duties by engaging in self-interested negotiations with potential buyers of the corporation, devaluing the corporation for personal gain, and conducting unfair and misleading voting processes, plaintiff’s claim fell within the exception for unlawful or fraudulent corporate action. Rael v. Page, 2009-NMCA-123, 147 N.M. 306, 222 P.3d 678, cert. denied, 2009-NMCERT-009, 147 N.M. 421, 224 P.3d 648.

Right of appraisal not adequate. — Where plaintiff, who was a shareholder in a corporation that had been merged out of existence, claimed that the merger was unfair and resulted in an unfair share price paid to shareholders because the directors of the corporation breached fiduciary duties by engaging in self-interested negotiations with potential buyers of the corporation, devaluing the corporation for personal gain, and conducting unfair and misleading voting processes, plaintiff’s claim should not have been dismissed because, to the extent plaintiff had been injured as alleged, mere valuation would not, as a matter of law, provide adequate redress. Rael v. Page, 2009- NMCA-123, 147 N.M. 306, 222 P.3d 678, cert. denied, 2009-NMCERT-009, 147 N.M. 421, 224 P.3d 648.

Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).

For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).

For article, "Too Close for Comfort: Minority Shareholder Litigation Against Close Corporations after McMinn v. MBF Operating Acquisition Corp. and The Peters Corp. v. N.M. Banquest Investors Corp.," see 39 N.M. L. Rev. 319 (2009).

For note, "The Fiduciary Duties Owed in a New Mexico Closely Held Corporation: Walta v. Gallegos Law Firm, P.C.," see 34 N.M. L. R.ev. 181 (2004)

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations § 836; 19 Am. Jur. 2d Corporations §§ 2574, 2582 to 2586.

19 C.J.S. Corporations §§ 799 to 801.

Notes of Decisions

Cited in 11 cases, 1991–2011 · leading case: McMinn v. MBF Operating Acquisition Corp., 164 P.3d 41 (N.M. 2007).

Sort: Relevance Newest Treatment

McMinn v. MBF Operating Acquisition Corp., 164 P.3d 41 (N.M. 2007). · cites it 25× “The New Mexico Dissent and Appraisal Statutes {2} Adopted in 1983, NMSA 1978, § 53-15-3 (1983) gives shareholders who dissent from mergers the right to obtain payment for the fair value of their shares.”

Peters Corp. v. New Mexico Banquest Investors Corp., 188 P.3d 1185 (N.M. 2008). · cites it 7× “See NMSA 1978, § 53-15-3 (1983); McMinn II, 2007-NMSC-040, ¶ 2 .”

McMinn v. MBF Operating, Inc., 133 P.3d 875 (N.M. Ct. App. 2006). · cites it 13× “Defendant MBF cross appeals, arguing that it was entitled to summary judgment because Plaintiff failed to avail himself of the exclusive appraisal remedy set forth in NMSA 1978, §§ 53-15-3 to -4 (1983), for dissenting shareholders.”

Lett v. Westland Dev. Co., Inc., 815 P.2d 623 (N.M. 1991). · cites it 11× “See generally NMSA 1978, §§ 53-15-3 to -15-4. 4 However, neither the laundry list of permissible amendments in Section 53-13-1, nor the list of contemplated situations in Section 53-15-3 wherein shareholders may dissent and obtain payment for their shares, mentions amendment of…”

New Mexico Banquest Investors Corp. v. Peters Corp., 2007 NMCA 065 (N.M. Ct. App. 2007). · cites it 4× “This failure to allow the upward adjustment, according to the Peters Group, mistakenly allows a minority discount to remain in effect, and is, therefore, inconsistent with the district court’s explicit rejection, as a matter of law, of minority discounts.”

Lane v. Page, 727 F. Supp. 2d 1214 (D.N.M. 2010). · cites it 2× “Section 53-15-4 sets forth the procedure through which a minority shareholder who opposes any of the major corporate acts listed in NMSA 1978, § 53-15-3 may dissent from the action and, rather than continuing to be a shareholder, sell his shares of stock to the corporation and…”

Nm Banquest Investors v. Peters Corp., 159 P.3d 1117 (N.M. Ct. App. 2007). · cites it 4× “This failure to allow the upward adjustment, according to the Peters Group, mistakenly allows a minority discount to remain in effect, and is, therefore, inconsistent with the district court's explicit rejection, as a matter of law, of minority discounts.”

Rael v. Page, 222 P.3d 678 (N.M. Ct. App. 2009). · cites it 2× “NMSA 1978, § 53-15-3(D) (1983). Plaintiff argues that the appraisal statute does not apply and, even if it did, her claims fall within the exception for “fraudulent or unlawful” corporate action.”

Smith v. First Alamogordo Bancorp, Inc., 838 P.2d 494 (N.M. Ct. App. 1992). · cites it 2× “Under the Business Corporation Act, NMSA 1978, Section 53-15-3(A)(l) (Repl.Pamp.1983), dissenting shareholders who object to a merger have a statutory right to be paid the fair market value of their stock upon demand.”

Morrow v. Cooper, 824 P.2d 1048 (N.M. Ct. App. 1991). “He later filed his complaint in the trial court, asserting four causes of action: (1) the right to inspect the corporate books; (2) a shareholder’s derivative action; (3) dissolution of the corporation; and (4) stock valuation under NMSA 1978, Sections 53-15-3 to -4…”

Coleman v. METCO (N.M. Ct. App. 2011). · cites it 2× “12 Second, Plaintiff argues that he has standing because the METCO directors 13 violated statutory duties they owed him under Section 53-15-2 and NMSA 1978, 14 Section 53-15-3 (1983), and they violated the duties they owed him of good faith, due 15 care, and candor.”

— N.M. Stat. § 53-15-3(A) — 1 case

Lett v. Westland Dev. Co., Inc., 815 P.2d 623 (N.M. 1991). “See generally NMSA 1978, §§ 53-15-3 to -15-4. 4 However, neither the laundry list of permissible amendments in Section 53-13-1, nor the list of contemplated situations in Section 53-15-3 wherein shareholders may dissent and obtain payment for their shares, mentions amendment of…”

— N.M. Stat. § 53-15-3(A)(1) — 2 cases

New Mexico Banquest Investors Corp. v. Peters Corp., 2007 NMCA 065 (N.M. Ct. App. 2007). “This failure to allow the upward adjustment, according to the Peters Group, mistakenly allows a minority discount to remain in effect, and is, therefore, inconsistent with the district court’s explicit rejection, as a matter of law, of minority discounts.”

Nm Banquest Investors v. Peters Corp., 159 P.3d 1117 (N.M. Ct. App. 2007). “This failure to allow the upward adjustment, according to the Peters Group, mistakenly allows a minority discount to remain in effect, and is, therefore, inconsistent with the district court's explicit rejection, as a matter of law, of minority discounts.”

— N.M. Stat. § 53-15-3(A)(4)(a) — 1 case

— N.M. Stat. § 53-15-3(A)(l) — 2 cases

McMinn v. MBF Operating, Inc., 133 P.3d 875 (N.M. Ct. App. 2006). “Defendant MBF cross appeals, arguing that it was entitled to summary judgment because Plaintiff failed to avail himself of the exclusive appraisal remedy set forth in NMSA 1978, §§ 53-15-3 to -4 (1983), for dissenting shareholders.”

Smith v. First Alamogordo Bancorp, Inc., 838 P.2d 494 (N.M. Ct. App. 1992). “Under the Business Corporation Act, NMSA 1978, Section 53-15-3(A)(l) (Repl.Pamp.1983), dissenting shareholders who object to a merger have a statutory right to be paid the fair market value of their stock upon demand.”

— N.M. Stat. § 53-15-3(D) — 6 cases

Peters Corp. v. New Mexico Banquest Investors Corp., 188 P.3d 1185 (N.M. 2008). “See NMSA 1978, § 53-15-3 (1983); McMinn II, 2007-NMSC-040, ¶ 2 .”

McMinn v. MBF Operating Acquisition Corp., 164 P.3d 41 (N.M. 2007). “The New Mexico Dissent and Appraisal Statutes {2} Adopted in 1983, NMSA 1978, § 53-15-3 (1983) gives shareholders who dissent from mergers the right to obtain payment for the fair value of their shares.”

Rael v. Page, 222 P.3d 678 (N.M. Ct. App. 2009). “NMSA 1978, § 53-15-3(D) (1983). Plaintiff argues that the appraisal statute does not apply and, even if it did, her claims fall within the exception for “fraudulent or unlawful” corporate action.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.