N.M. Stat. » Chapter 53 — Corporations
New Mexico Statutes

N.M. Stat. § 53-18-9 (2026)

Unauthorized assumption of corporate powers

✓ laws through the 2025 session (retrieved May 2026)
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All persons who assume to act as a corporation without authority to do so are jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.

History: 1953 Comp., § 51-31-8, enacted by Laws 1967, ch. 81, § 129.

ANNOTATIONS

Compiler's notes. — This section is derived from Section 146 of the ABA Model Business Corporation Act.

Law reviews. — Annual Survey of New Mexico Corporate Law, see 17 N.M.L. Rev. 253 (1987).

Notes of Decisions
Cited in 6 cases (3 in the last 5 years), 1981–2022 · leading case: Smith v. Halliburton Co., 879 P.2d 1198 (N.M. Ct. App. 1994).
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Smith v. Halliburton Co., 879 P.2d 1198 (N.M. Ct. App. 1994). · cites it 8× “by reason of Section 53-18-9 N.M.S.A 1978.” However, that statute provides that one who holds himself out as a corporation is personally liable for his acts if, in fact, there is no corporation: “All persons who assume to act as a corporation without authority to do so are…”
Vigil v. N.M. Tax'n & Revenue Dep't (N.M. Ct. App. 2022). · cites it 19× “The 10 Department argued in response that Taxpayers were personally liable because they 11 continued to operate as a corporation after its cancellation, contrary to NMSA 1978, 12 Section 53-18-9 (1967) (providing that “[a]ll persons who assume to act as a 13 corporation without…”
Vigil v. N.M. Tax'n & Revenue Dep't (N.M. Ct. App. 2022). · cites it 19× “The Department argued in response that Taxpayers were personally liable because they continued to operate as a corporation after its cancellation, contrary to NMSA 1978, Section 53-18-9 (1967) (providing that “[a]ll persons who assume to act as a corporation without authority to…”
Vigil v. N.M. Tax’n & Revenue Dep’t, No. A-1-CA-38317 (N.M. Ct. App. Mar. 31, 2022). · cites it 19× “The Department argued in response that Taxpayers were personally liable because they continued to operate as a corporation after its cancellation, contrary to NMSA 1978, Section 53-18-9 (1967) (providing that “[a]ll persons who assume to act as a corporation without authority to…”
Producers Grain Corp. v. Wilson, 636 P.2d 304 (N.M. Ct. App. 1981). “PGC and its agents justifiably relied upon the false representations of Wilson in extending credit to Southwestern Feed. Defendant did not challenge additional findings of constructive fraud, negligent misrepresentation, and assumption to act as a corporation without authority…”
Preferred Builders v. Ghaffari, No. 29,326 (N.M. Ct. App. Mar. 31, 2011). · cites it 8× “, a 4 duly-licensed and incorporated business entity, was doing business under the trade 5 name Preferred Builders and, therefore, the district court improperly held that Rocky 6 and Sarah Benard were personally liable for the amount of the judgment under NMSA 7 1978, Section…”
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