reglab/housing_qa huggingface dataset:
NM Stat § 54-2A-1105 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1105 - Effect of conversion.

A. An organization that has been converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act is for all purposes the same entity that existed before the conversion. B. When a conversion takes effect: (1) all property owned by the converting organization remains vested in the converted organization; (2) all debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization; (3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization; (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of Article 8 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act. C. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing an obligation pursuant to this subsection. Service on the secretary of state pursuant to this subsection is made in the same manner and with the same consequences as in Subsections C and D of Section 117 [54-2A-117 NMSA 1978] of the Uniform Revised Limited Partnership Act. History: Laws 2007, ch. 129, § 1105. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1106 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1106 - Merger.

A. A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 1107 [54-2A-1107 NMSA 1978] through 1109 [54-2A-1109 NMSA 1978] of the Uniform Revised Limited Partnership Act and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. B. A plan of merger shall be in a record and shall include: (1) the name and form of each constituent organization; (2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration; (4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and (5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents. History: Laws 2007, ch. 129, § 1106. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1107 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1107 - Action on plan of merger by constituent limited partnership.

A. Subject to Section 1110 [54-2A-1110 NMSA 1978] of the Uniform Revised Limited Partnership Act, a plan of merger must be consented to by all the partners of a constituent limited partnership. B. Subject to Section 1110 of the Uniform Revised Limited Partnership Act and any contractual rights, after a merger is approved, and at any time before a filing is made pursuant to Section 1108 [54-2A-1108 NMSA 1978] of the Uniform Revised Limited Partnership Act, a constituent limited partnership may amend the plan or abandon the planned merger: (1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent as was required to approve the plan. History: Laws 2007, ch. 129, § 1107. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1108 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1108 - Filings required for merger; effective date.

A. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituent organization, by an authorized representative. B. The articles of merger shall include: (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective pursuant to the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger: (a) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or (b) if it will be an organization other than a limited partnership, the organizational document that creates the organization; (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of Subsection B of Section 1109 [54-2A-1109 NMSA 1978] of the Uniform Revised Limited Partnership Act; and (8) any additional information required by the governing statute of any constituent organization. C. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state. D. A merger becomes effective pursuant to this article: (1) if the surviving organization is a limited partnership, upon the later of: (a) compliance with Subsection C of this section; or (b) subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, as specified in the articles of merger; or (2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization. History: Laws 2007, ch. 129, § 1108. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1109 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1109 - Effect of merger.

A. When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, liabilities and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of Article 8 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act; (9) if the surviving organization is created by the merger: (a) if it is a limited partnership, the certificate of limited partnership becomes effective; or (b) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and (10) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. B. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation pursuant to this subsection. Service on the secretary of state pursuant to this subsection is made in the same manner and with the same consequences as in Subsections C and D of Section 117 [54-2A-117 NMSA 1978] of the Uniform Revised Limited Partnership Act. History: Laws 2007, ch. 129, § 1109. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1110 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1110 - Restrictions on approval of conversions and mergers.

A. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: (1) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and (2) the partner has consented to the provision of the partnership agreement. B. A partner does not give the consent required by Subsection A of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners. History: Laws 2007, ch. 129, § 1110. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1112 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

A. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership pursuant to Section 402 [54-2A-402 NMSA 1978] of the Uniform Revised Limited Partnership Act; and (2) at the time the third party enters into the transaction, the third party: (a) does not have notice of the conversion or merger; and (b) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. B. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership pursuant to Section 402 of the Uniform Revised Limited Partnership Act if the person had been a general partner; and (2) at the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (a) does not have notice of the dissociation; (b) does not have notice of the conversion or merger; and (c) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. C. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation pursuant to Subsection A or B of this section, the person is liable: (1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and (2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. History: Laws 2007, ch. 129, § 1112. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1113 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 11 - Conversion and Merger|Section 54-2A-1113 - Article not exclusive.

Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act does not preclude an entity from being converted or merged pursuant to other law. History: Laws 2007, ch. 129, § 1113. ANNOTATIONSCompiler's notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.
NM Stat § 54-2A-1201 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 12 - Miscellaneous Provisions|Section 54-2A-1201 - Uniformity of application and construction.

In applying and construing the Uniform Revised Limited Partnership Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. History: Laws 2007, ch. 129, § 1201. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-1202 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 12 - Miscellaneous Provisions|Section 54-2A-1202 - Severability.

If any provision of the Uniform Revised Limited Partnership Act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of that act that can be given effect without the invalid provision or application, and to this end the provisions of that act are severable. History: Laws 2007, ch. 129, § 1202. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-1203 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 12 - Miscellaneous Provisions|Section 54-2A-1203 - Relation to Electronic Signatures in Global and National Commerce Act.

The Uniform Revised Limited Partnership Act modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but the Uniform Revised Limited Partnership Act does not modify, limit or supersede Section 101(c) of the federal Electronic Signatures in Global and National Commerce Act or authorize electronic delivery of any of the notices described in Section 103(b) of the federal Electronic Signatures in Global and National Commerce Act. History: Laws 2007, ch. 129, § 1203. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-1205 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 12 - Miscellaneous Provisions|Section 54-2A-1205 - Saving clause.

The Uniform Revised Limited Partnership Act does not affect an action commenced, proceeding brought or right accrued before January 1, 2008. History: Laws 2007, ch. 129, § 1205. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-1206 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 12 - Miscellaneous Provisions|Section 54-2A-1206 - Transition provisions.

Until January 1, 2010, the provisions of Sections 54-1A-105, 54-1A-303, 54-1A-304, 54-1A-704, 54-1A-805, 54-1A-901 through 54-1A-908, 54-2-3 through 54-2-5, 54-2-9 through 54-2-14, 54-2-49 through 54-2-56 and 54-2-62 NMSA 1978 as they existed on December 31, 2008, apply to: A. a limited partnership formed on or after July 1, 2008; B. a limited partnership formed before July 1, 2008 that elects pursuant to the provisions of Paragraph (2) of Subsection A of Section 54-2A-1204 NMSA 1978 to be subject to the Uniform Revised Limited Partnership Act [Chapter 54, Article 2A NMSA 1978]; and C. a foreign limited partnership formed at any time. History: Laws 2007, ch. 129, § 1207; 2009, ch. 181, § 5. ANNOTATIONSThe 2009 amendment, effective July 1, 2009, after "54-2-62 NMSA 1978", added "as they existed on December 31, 2008".
NM Stat § 55-1-104 (2021)
2021 New Mexico Statutes|Chapter 55 - Uniform Commercial Code|Article 1 - General Provisions|Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND|Section 55-1-104 - Construction against implicit repeal.

The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. History: 1953 Comp., § 50A-1-104, enacted by Laws 1961, ch. 96, § 1-104; 2005, ch. 144, § 4. ANNOTATIONSOFFICIAL COMMENTS UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved. Source. — Former Section 1-104 [55-1-104 NMSA 1978]. Changes from former law. — Except for changing the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-104 [55-1-104 NMSA 1978]. This section embodies the policy that an act that bears evidence of carefully considered permanent regulative intention should not lightly be regarded as impliedly repealed by subsequent legislation. The Uniform Commercial Code, carefully integrated and intended as a uniform codification of permanent character covering an entire "field" of law, is to be regarded as particularly resistant to implied repeal. The 2005 amendment, effective January 1, 2006, changed the reference from "this act" to "the Uniform Commercial Code". Am. Jur. 2d, A.L.R. and C.J.S. references. — 11 Am. Jur. 2d Bills and Notes § 51; 15A Am. Jur. 2d Commercial Code §§ 16, 25. Applicability of constitutional requirement that repealing or amendatory statute refer to statute repealed or amended, 5 A.L.R.2d 1270. 82 C.J.S. Statutes § 291.
NM Stat § 55-1-107 (2021)
2021 New Mexico Statutes|Chapter 55 - Uniform Commercial Code|Article 1 - General Provisions|Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND|Section 55-1-107 - Section captions.

Section captions are part of the Uniform Commercial Code. History: 1953 Comp., § 50A-1-109, enacted by Laws 1961, ch. 96, § 1-109 1978 Comp., § 55-1-109; recompiled by compiler as NMSA 1978, § 55-1-107; Laws 2005, ch. 144, § 7. ANNOTATIONSOFFICIAL COMMENTS UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved. Source. — Former Section 1-109 [55-1-109 NMSA 1978]. Changes from former law. — None. Section captions are a part of the text of the Uniform Commercial Code, and not mere surplusage. This is not the case, however, with respect to subsection headings appearing in Article 9. See Comment 3 to Section 9-101 [55-9-101 NMSA 1978] ("subsection headings are not a part of the official text itself and have not been approved by the sponsors."). Cross references. — Sections 1-203, 2-201 and 2-209; and see Section 2-719. "Aggrieved party". Section 1-201. "Rights". Section 1-201. "Signed". Section 1-201. "Written". Section 1-201. Repeals and reenactments. — Laws 2005, ch. 144, § 7, effective January 1, 2006, repealed former 55-1-107 NMSA 1978 as enacted by Laws 1961, ch. 96, § 1-107, and enacted a new 55-1-107 NMSA 1978. The substance of former 55-1-107 NMSA 1978 has been enacted as a new 55-1-306 NMSA 1978 by Laws 2005, ch. 144, § 20. For provisions of former 55-1-107 NMSA 1978, see the 2004 NMSA 1978 on NMOneSource.com. Law reviews. — Clovis Nat'l Bank v. Thomas, 77 N.M. 554, 425 P.2d 726 (1967), commented on in 8 Nat. Resources J. 183 (1968). For article, "Essential Attributes of Commercial Paper - Part I," see 1 N.M. L. Rev. 479 (1971). Am. Jur. 2d, A.L.R. and C.J.S. references. — 11 Am. Jur. 2d Bills and Notes §§ 382, 927, 934, 948 to 950; 28 Am. Jur. 2d Estoppel and Waiver § 162; 68A Am. Jur. 2d Secured Transactions §§ 434 et seq., 590 et seq., 638 et seq. 17A C.J.S. Contracts § 491.
NM Stat § 55-1-109 (2021)
2021 New Mexico Statutes|Chapter 55 - Uniform Commercial Code|Article 1 - General Provisions|Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND|Section 55-1-109 - Repealed.

History: 1953 Comp., § 50A-1-109, enacted by Laws 1961, ch. 96, § 1-109; repealed by Laws 2005, ch. 144, § 113.ANNOTATIONSRepeals. — Laws 2005, ch. 144, § 113 repealed 55-1-109 NMSA 1978, as enacted by Laws 1961, ch. 96, § 1-109, relating to section captions, effective January 1, 2006. For current comparable provisions, see 55-1-107 NMSA 1978.
NM Stat § 55-1-110 (2021)
2021 New Mexico Statutes|Chapter 55 - Uniform Commercial Code|Article 1 - General Provisions|Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND|Section 55-1-110 - Repealed.

History: Laws 2015, ch. 54, § 8; repealed by Laws 2021, ch. 86, § 4. ANNOTATIONSRepeals. — Laws 2021, ch. 86, § 4 repealed 55-1-110 NMSA 1978, as enacted by Laws 2015, ch. 54, § 8, relating to presumption that rule of law continues unchanged, effective June 18, 2021. For provisions of former section, see the 2020 NMSA 1978 on NMOneSource.com.