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

N.M. Stat. § 53-19-44 (2026)

Distribution of assets

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In winding up the business and affairs of a limited liability company, its assets shall be applied or distributed, and its accounts settled, in the following order of priority:

A. first, to payment or adequate provision for payment to creditors, excluding members who by reason of the provisions of Section 28 [53-19-28 NMSA 1978] of the Limited Liability Company Act are creditors with respect to distributions by the limited liability company, but including to the extent permitted by law members who are creditors without application of the provisions of that section;

B. second, except as otherwise provided in the articles of organization or an operating agreement, in satisfaction of liabilities:

(1) under Section 28 of the Limited Liability Company Act to members or former members for distributions; and

(2) to former members as a result of a dissociation requiring a payment under Section 24 [53-19-24 NMSA 1978] of the Limited Liability Company Act or as a result of a voluntary withdrawal requiring payment under Subsection C of Section 37 [53-19-37 NMSA 1978] of the Limited Liability Company Act; and

C. third, except as otherwise provided in the articles of organization or an operating agreement, to members at the date of dissolution in the proportions, determined as of that date, of the values of their contributions to the capital of the limited liability company adjusted for withdrawals of capital.

History: Laws 1993, ch. 280, § 44.

Notes of Decisions
Cited in 3 cases, 2014–2020 · leading case: Los Alamos Nat'l Bank v. Wreyford (In re Wreyford), 505 B.R. 47 (Bankr. D.N.M. 2014).
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Los Alamos Nat'l Bank v. Wreyford (In re Wreyford), 505 B.R. 47 (Bankr. D.N.M. 2014). “1978 § 53-19-44(A) (Repl. Pamp. 2001)(providing that distributions of a limited liability company's assets upon the winding up of a limited liability company are first paid to creditors, "excluding members who .”
Patel v. Patel (In re Patel), 536 B.R. 1 (Bankr. D.N.M. 2015). “1978 • § 53-19-44. This distribution scheme implements the fundamental principle of corporate law requiring creditors to be paid before shareholders during the windup of an enterprise.”
Strobel v. Rusch, No. 1:18-cv-00656 (D.N.M. Dec. 11, 2020). · cites it 2× “” N.M. Stat. Ann. § 53-19-44 (West 2020). Plaintiffs offer no evidence showing that Mr.”
N.M. Stat. § 53-19-44(A): 1 case
Los Alamos Nat'l Bank v. Wreyford (In re Wreyford), 505 B.R. 47 (Bankr. D.N.M. 2014). “1978 § 53-19-44(A) (Repl. Pamp. 2001)(providing that distributions of a limited liability company's assets upon the winding up of a limited liability company are first paid to creditors, "excluding members who .”
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