reglab/housing_qa huggingface dataset:
NM Stat § 54-2A-202 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 2 - Formation; Certificate Of|Section 54-2A-202 - Amendment or restatement of certificate.

A. In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act, articles of merger stating: (1) the name of the limited partnership; (2) the date of filing of its initial certificate; (3) any identification number assigned by the secretary of state to the limited partnership or the initial certificate, or both; and (4) the changes the amendment makes to the certificate as most recently amended or restated. B. A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (1) any change in the information stated in its certificate of limited partnership; (2) a change of name of the limited partnership, if its name does not comply with Section 108 [54-2A-108 NMSA 1978] of the Uniform Revised Limited Partnership Act; (3) any other additional or different information required to be stated in its limited partnership certificate by Section 201 of the Uniform Revised Limited Partnership Act that is not stated in the certificate; or (4) the appointment of a person to wind up the limited partnership's activities pursuant to Subsection C or D of Section 803 [54-2A-803 NMSA 1978] of the Uniform Revised Limited Partnership Act. C. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the secretary of state for filing a statement of correction pursuant to Section 207 [54-2A-207 NMSA 1978] of the Uniform Revised Limited Partnership Act. D. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. E. A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment. F. Subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, an amendment or restated certificate is effective when filed by the secretary of state. History: Laws 2007, ch. 129, § 202. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
NM Stat § 54-2A-203 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 2 - Formation; Certificate Of|Section 54-2A-203 - Statement of termination.

A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: A. the name of the limited partnership; B. the date of filing of its initial certificate of limited partnership; and C. any other information as determined by the general partners filing the statement or by a person appointed pursuant to Subsection C or D of Section 803 [54-2A-803 NMSA 1978] of the Uniform Revised Limited Partnership Act. History: Laws 2007, ch. 129, § 203. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
NM Stat § 54-2A-205 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 2 - Formation; Certificate Of|Section 54-2A-205 - Signing and filing pursuant to judicial order.

A. If a person required by the Uniform Revised Limited Partnership Act to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order: (1) the person to sign the record; (2) delivery of the record to the secretary of state for filing; or (3) the secretary of state to file the record unsigned. B. If the person aggrieved pursuant to Subsection A of this section is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved pursuant to Subsection A of this section may seek the remedies provided in Subsection A of this section in the same action in combination or in the alternative. C. A record filed unsigned pursuant to this section is effective without being signed. History: Laws 2007, ch. 129, § 205. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
NM Stat § 54-2A-207 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 2 - Formation; Certificate Of|Section 54-2A-207 - Correcting filed record.

A. A limited partnership or foreign limited partnership shall deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secretary of state, if at the time of filing the record contained false or erroneous information or was defectively signed. The statement of correction shall be delivered to the secretary of state for filing promptly after the limited partnership or foreign limited partnership has notice that the information in the filed record was false or erroneous at the time it was filed or that the filed record was defectively signed. B. A statement of correction may not state a delayed effective date and must: (1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) state any identification number assigned by the secretary of state to the limited partnership, to the record to be corrected, or both; (3) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and (4) correct the incorrect information or defective signature. C. When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed: (1) for the purposes of Subsections C and D of Section 103 [54-2A-103 NMSA 1978] of the Uniform Revised Limited Partnership Act; and (2) as to persons relying on the uncorrected record and adversely affected by the correction. History: Laws 2007, ch. 129, § 207. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
NM Stat § 54-2A-208 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 2 - Formation; Certificate Of|Section 54-2A-208 - Liability for false information in filed record.

A. If a record delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and (2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment pursuant to Section 202 [54-2A-202 NMSA 1978] of the Uniform Revised Limited Partnership Act, file a petition pursuant to Section 205 of that act or deliver to the secretary of state for filing a statement of correction pursuant to Section 207 [54-2A-207 NMSA 1978] of that act or a revised application for a certificate of authority to transact business in this state pursuant to Section 906 [54-2A-906 NMSA 1978] of that act. B. Signing a record authorized or required to be filed pursuant to the Uniform Revised Limited Partnership Act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true. History: Laws 2007, ch. 129, § 208. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
NM Stat § 54-2A-209 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 2 - Formation; Certificate Of|Section 54-2A-209 - Certificate of existence or authorization.

A. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence shall state: (1) the limited partnership's name; (2) that it was duly formed pursuant to the laws of this state and the date of formation; (3) any identification number assigned by the secretary of state to the limited partnership; (4) whether all fees and penalties due to the secretary of state pursuant to the Uniform Revised Limited Partnership Act or other law have been paid; (5) whether the secretary of state has administratively dissolved the limited partnership; (6) whether the limited partnership's certificate of limited partnership has been amended to state that the limited partnership is dissolved; (7) that a statement of termination has not been filed by the secretary of state; and (8) other facts of record in the office of the secretary of state, which may be requested by the applicant. B. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of authorization, has not revoked the certificate of authorization and has not filed a notice of cancellation. A certificate of authorization shall state: (1) the foreign limited partnership's name and any alternate name adopted pursuant to Subsection A of Section 905 [54-2A-905 NMSA 1978] of the Uniform Revised Limited Partnership Act for use in this state; (2) any identification number assigned by the secretary of state to the foreign limited partnership; (3) that it is authorized to transact business in this state; (4) whether all fees and penalties due to the secretary of state pursuant to the Uniform Revised Limited Partnership Act or other law have been paid; (5) that the secretary of state has not revoked its certificate of authorization and has not filed a notice of cancellation; and (6) other facts of record in the office of the secretary of state, which may be requested by the applicant. C. Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state. History: Laws 2007, ch. 129, § 209. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
NM Stat § 54-2A-210 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 2 - Formation; Certificate Of|Section 54-2A-210 - Secretary of state fees.

A. The secretary of state shall charge and collect a fee as follows: (1) filing an initial, amended and restated, or restated certificate of limited partnership, a fee of one hundred dollars ($100); (2) filing an application for a certificate of authority by a foreign limited partnership, articles of conversion or articles of merger, a fee of one hundred dollars ($100); (3) filing any other record, a fee of fifty dollars ($50.00); (4) furnishing copies of records, a fee of one dollar ($1.00) per page, but in no case less than ten dollars ($10.00), and a fee of twenty-five dollars ($25.00) for certifying the copies, if certified copies are furnished; (5) issuing any other certificate, a fee of fifty dollars ($50.00); and (6) service of process or of a notice or demand on the secretary of state, a fee of fifty dollars ($50.00). B. The secretary of state may adopt a schedule of fees for providing the following services: (1) an expedited service; (2) upon the adoption of rules authorizing their use, the handling of credit or debit cards or other means of payment for which sufficient funds are not on deposit; and (3) other services for which no fee is established by law. History: Laws 2007, ch. 129, § 210. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
NM Stat § 54-2A-301 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 3 - Limited Partners|Section 54-2A-301 - Becoming limited partner.

A person becomes a limited partner: A. as provided in the partnership agreement; B. as the result of a conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act; or C. with the consent of all the partners. History: Laws 2007, ch. 129, § 301. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-302 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 3 - Limited Partners|Section 54-2A-302 - No right or power as limited partner to bind limited partnership.

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. History: Laws 2007, ch. 129, § 302. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-303 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 3 - Limited Partners|Section 54-2A-303 - No liability as limited partner for limited partnership obligations.

An obligation of a limited partnership, whether arising in contract, tort or otherwise is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. History: Laws 2007, ch. 129, § 303. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008. Receipt of IRS notice constituted actual injury to limited partner. — Where plaintiff invested in a limited partnership based on accountant's advice, her cause of action for accountant malpractice based on the investment accrued when she received notice of Final Partnership Administrative Adjustment (FPAA) from the Internal Revenue Service; the FPAA is the functional equivalent of an individual IRS tax deficiency notice and constitutes actual injury to a partner in a limited partnership. Wiste v. Neff & Co., 1998-NMCA-165, 126 N.M. 232, 967 P.2d 1172, cert. denied, 126 N.M. 534, 972 P.2d 353. Am. Jur. 2d, A.L.R. and C.J.S. references. — Liability of limited partner arising from taking part in control of business under Uniform Limited Partnership Act, 79 A.L.R.4th 427.
NM Stat § 54-2A-305 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 3 - Limited Partners|Section 54-2A-305 - Limited duties of limited partners.

A. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. B. A limited 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. C. A limited 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 limited partner's conduct furthers the limited partner's own interest. History: Laws 2007, ch. 129, § 305. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-306 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 3 - Limited Partners|Section 54-2A-306 - Person erroneously believing self to be limited partner.

A. Except as otherwise provided in Subsection B of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes an appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the secretary of state for filing; or (2) withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of withdrawal pursuant to this section. B. A person that makes an investment described in Subsection A of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner. C. If a person makes a diligent effort in good faith to comply with Paragraph (1) of Subsection A of this section and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to Paragraph (2) of Subsection A of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. History: Laws 2007, ch. 129, § 306. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-401 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 4 - General Partners|Section 54-2A-401 - Becoming general partner.

A person becomes a general partner: A. as provided in the partnership agreement; B. pursuant to Paragraph (2) of Subsection C of Section 801 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act following the dissociation of a limited partnership's last general partner; C. as the result of a conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act; or D. with the consent of all the partners. History: Laws 2007, ch. 129, § 401. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008. Indemnification of general partner by limited partners. — Indemnifying a general partner for partnership debts by essentially forcing limited partners to pay for them violates the general public policy of limited partnership law. Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co., 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11. An indemnification clause in the partnership agreement which would have the general partners paid off by the limited partners clearly contravenes the order of priority in the distribution of assets of a dissolved limited partnership as set out by the legislature. Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co., 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11. Dissolution of limited partnership. — The law of New Mexico mandates that in a dissolution of a limited partnership, the limited partners are to be paid off before the general partners. Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co., 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11.
NM Stat § 54-2A-402 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 4 - General Partners|Section 54-2A-402 - General partner agent of limited partnership.

A. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification or had notice pursuant to Subsection D of Section 103 [54-2A-103 NMSA 1978] of the Uniform Revised Limited Partnership Act that the general partner lacked authority. B. An act of a general partner that is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. History: Laws 2007, ch. 129, § 402. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
NM Stat § 54-2A-403 (2021)
2021 New Mexico Statutes|Chapter 54 - Partnerships|Article 2A - Uniform Revised Limited Partnership Act|Article 4 - General Partners|Section 54-2A-403 - Limited partnership liable for general partner's actionable conduct.

A. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. B. If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. History: Laws 2007, ch. 129, § 403. ANNOTATIONSEffective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.