reglab/housing_qa huggingface dataset:
NM Stat § 54-2A-404 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 4 - General Partners|Section 54-2A-404 - General partner's liability.

A. Except as otherwise provided in Subsections B and C of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. B. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner. C. An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership pursuant to Paragraph (2) of Subsection B of Section 406 [54-2A-406 NMSA 1978] of the Uniform Revised Limited Partnership Act. History: Laws 2007, ch. 129, § 404. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-405 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 4 - General Partners|Section 54-2A-405 - Actions by and against partnership and partners.

A. To the extent not inconsistent with Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act, a general partner may be joined in an action against the limited partnership or named in a separate action. B. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership shall not be satisfied from a general partner's assets unless there is also a judgment against the general partner. C. A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim pursuant to Section 404 of the Uniform Revised Limited Partnership Act and: (1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the limited partnership is a debtor in bankruptcy; (3) the general partner has agreed that the creditor need not exhaust limited partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. History: Laws 2007, ch. 129, § 405. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-406 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 4 - General Partners|Section 54-2A-406 - Management rights of general partner.

A. Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in the Uniform Revised Limited Partnership Act, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners. B. The consent of each partner is necessary to: (1) amend the partnership agreement; and (2) sell, lease, exchange or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the goodwill, other than in the usual and regular course of the limited partnership's activities. C. A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property. D. A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. E. A payment or advance made by a general partner that gives rise to an obligation of the limited partnership pursuant to Subsection C or D of this section constitutes a loan to the limited partnership, which accrues interest from the date of the payment or advance. F. A general partner is not entitled to remuneration for services performed for the partnership. History: Laws 2007, ch. 129, § 406. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-408 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 4 - General Partners|Section 54-2A-408 - General standards of general partner's conduct.

A. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care pursuant to Subsections B and C of this section. B. A general partner's duty of loyalty to the limited partnership and the other partners is limited to the following: (1) to account to the limited partnership and hold as trustee for it any property, profit or benefit derived by the general partner in the conduct and winding up of the limited partnership's activities or derived from a use by the general partner of limited partnership property, including the appropriation of a limited partnership opportunity; (2) to refrain from dealing with the limited partnership in the conduct or winding up of the limited partnership's activities as or on behalf of a party having an interest adverse to the limited partnership; and (3) to refrain from competing with the limited partnership in the conduct or winding up of the limited partnership's activities. C. A general partner's duty of care to the limited partnership and the other partners in the conduct and winding up of the limited partnership's activities is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law. D. A general partner shall discharge the duties to the partnership and the other partners pursuant to the Uniform Revised Limited Partnership Act or pursuant to the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. E. A general partner does not violate a duty or obligation pursuant to the Uniform Revised Limited Partnership Act or pursuant to the partnership agreement merely because the general partner's conduct furthers the general partner's own interest. History: Laws 2007, ch. 129, § 408. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-501 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-501 - Form of contribution.

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property and contracts for services to be performed. History: Laws 2007, ch. 129, § 501. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-502 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-502 - Liability for contribution.

A. A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability or other inability to perform personally. B. If a partner does not make a promised nonmonetary contribution, the partner is obligated at the option of the limited partnership to contribute money equal to that portion of the value, as stated in the required information, of the stated contribution that has not been made. C. The obligation of a partner to make a contribution or return money or other property paid or distributed in violation of the Uniform Revised Limited Partnership Act may be compromised only by consent of all partners. A creditor of a limited partnership that extends credit or otherwise acts in reliance on an obligation described in Subsection A of this section, without notice of any compromise pursuant to this subsection, may enforce the original obligation. History: Laws 2007, ch. 129, § 502. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-503 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-503 - Sharing of distributions.

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. History: Laws 2007, ch. 129, § 503. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-504 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-504 - Interim distributions.

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. History: Laws 2007, ch. 129, § 504. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-505 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-505 - No distribution on account of dissociation.

A person does not have a right to receive a distribution on account of dissociation. History: Laws 2007, ch. 129, § 505. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-506 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-506 - Distribution in kind.

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to Subsection B of Section 809 [54-2A-809 NMSA 1978] of the Uniform Revised Limited Partnership Act, a limited partnership may distribute an asset in kind to the extent each partner receives a percentage of the asset equal to the partner's share of distributions. History: Laws 2007, ch. 129, § 506. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-507 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-507 - Right to distribution.

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligation to make a distribution is subject to offset for any amount owed to the limited partnership by the partner or dissociated partner on whose account the distribution is made. History: Laws 2007, ch. 129, § 507. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-508 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-508 - Limitations on distribution.

A. A limited partnership may not make a distribution in violation of the partnership agreement. B. A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course of the limited partnership's activities; or (2) the limited partnership's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the limited partnership were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of partners whose preferential rights are superior to those of persons receiving the distribution. C. A limited partnership may base a determination that a distribution is not prohibited pursuant to Subsection B of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. D. Except as otherwise provided in Subsection G of this section, the effect of a distribution pursuant to Subsection B of this section is measured: (1) in the case of distribution by purchase, redemption or other acquisition of a transferable interest in the limited partnership, as of the date money or other property is transferred or debt incurred by the limited partnership; and (2) in all other cases, as of the date: (a) the distribution is authorized, if the payment occurs within one hundred twenty days after that date; or (b) the payment is made, if payment occurs more than one hundred twenty days after the distribution is authorized. E. A limited partnership's indebtedness to a partner incurred by reason of a distribution made in accordance with this section is at parity with the limited partnership's indebtedness to its general, unsecured creditors. F. A limited partnership's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not considered a liability for purposes of Subsection B of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could then be made to partners pursuant to this section. G. If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. History: Laws 2007, ch. 129, § 508. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-509 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 5 - Contributions and Distributions|Section 54-2A-509 - Liability for improper distributions.

A. A general partner that consents to a distribution made in violation of Section 508 [54-2A-508 NMSA 1978] of the Uniform Revised Limited Partnership Act is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that in consenting to the distribution, the general partner failed to comply with Section 408 [54-2A-408 NMSA 1978] of the Uniform Revised Limited Partnership Act. B. A partner or transferee that received a distribution knowing that the distribution to that partner or transferee was made in violation of Section 508 of the Uniform Revised Limited Partnership Act is personally liable to the limited partnership but only to the extent that the distribution received by the partner or transferee exceeded the amount that could have been properly paid pursuant to Section 508 of that act. C. A general partner against which an action is commenced pursuant to Subsection A of this section may: (1) implead in the action any other person that is liable pursuant to Subsection A of this section and compel contribution from the person; and (2) implead in the action any person that received a distribution in violation of Subsection B of this section and compel contribution from the person in the amount the person received in violation of Subsection B of this section. D. An action pursuant to this section is barred if it is not commenced within two years after the distribution. History: Laws 2007, ch. 129, § 509. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-602 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 6 - Dissociation|Section 54-2A-602 - Effect of dissociation as limited partner.

A. Upon a person's dissociation as a limited partner: (1) subject to Section 704 [54-2A-704 NMSA 1978] of the Uniform Revised Limited Partnership Act, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a limited partner pursuant to Subsection B of Section 305 [54-2A-305 NMSA 1978] of the Uniform Revised Limited Partnership Act continues only as to matters arising and events occurring before the dissociation; and (3) subject to Section 704 [54-2A-704 NMSA 1978] and Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee. B. A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner. History: Laws 2007, ch. 129, § 602. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-604 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 6 - Dissociation|Section 54-2A-604 - Person's power to dissociate as general partner; wrongful dissociation.

A. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Subsection A of Section 603 [54-2A-603 NMSA 1978] of the Uniform Revised Limited Partnership Act. B. A person's dissociation as a general partner is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2) it occurs before the termination of the limited partnership, and: (a) the person withdraws as a general partner by express will; (b) the person is expelled as a general partner by judicial determination pursuant to Subsection E of Section 603 of the Uniform Revised Limited Partnership Act; (c) the person is dissociated as a general partner by becoming a debtor in bankruptcy; or (d) in the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a general partner because it willfully dissolved or terminated. C. A person that wrongfully dissociates as a general partner is liable to the limited partnership and, subject to Section 1001 [54-2A-1001 NMSA 1978] of the Uniform Revised Limited Partnership Act, to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the general partner to the limited partnership or to the other partners. History: Laws 2007, ch. 129, § 604. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-605 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 6 - Dissociation|Section 54-2A-605 - Effect of dissociation as general partner.

A. Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) the person's duty of loyalty as a general partner pursuant to Paragraph (3) of Subsection B of Section 408 [54-2A-408 NMSA 1978] of the Uniform Revised Limited Partnership Act terminates; (3) the person's duty of loyalty as a general partner pursuant to Paragraphs (1) and (2) of Subsection B of Section 408 of the Uniform Revised Limited Partnership Act and duty of care pursuant to Subsection C of Section 408 of the Uniform Revised Limited Partnership Act continue only with regard to matters arising and events occurring before the person's dissociation as a general partner; (4) the person may sign and deliver to the secretary of state for filing a statement of dissociation pertaining to the person and, at the request of the limited partnership, shall sign an amendment to the certificate of limited partnership that states that the person has dissociated; and (5) subject to Section 704 [54-2A-704 NMSA 1978] and Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act, any transferable interest owned by the person immediately before dissociation in the person's capacity as a general partner is owned by the person as a mere transferee. B. A person's dissociation as a general partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a general partner. History: Laws 2007, ch. 129, § 605. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-606 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 6 - Dissociation|Section 54-2A-606 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.

A. After a person is dissociated as a general partner and before the limited partnership is dissolved, converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act or merged out of existence pursuant to Article 11 of that act, the limited partnership is bound by an act of the person only if: (1) the act would have bound the limited partnership pursuant to Section 402 [54-2A-402 NMSA 1978] of the Uniform Revised Limited Partnership Act before the dissociation; and (2) at the time the other party enters into the transaction: (a) less than two years has passed since the dissociation; and (b) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. B. If a limited partnership is bound pursuant to Subsection A of this section, the person dissociated as a general partner that caused the limited partnership to be bound is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation incurred pursuant to Subsection A of this section; and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability. History: Laws 2007, ch. 129, § 606. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.