2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 8 - Winding Up Partnership Business. › Section 54-1A-801 - Events causing dissolution and winding up of partnership business.

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:
(1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under Section 601(2) through (10) [54-1A-601(2) through (10) NMSA 1978], of that partner's express will to withdraw as a partner or on a later date specified by the partner;
(2) in a partnership for a definite term or particular undertaking:
(i) the expiration of ninety days after a partner's dissociation by death or otherwise under Section 601(6) through (10) or wrongful dissociation under Section 602(b) [54-1A-602(b) NMSA 1978], unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to Section 601(b)(i) [54-1A-601(b)(i) NMSA 1978], agree to continue the partnership;
(ii) the express will of all of the partners to wind up the partnership business; or
(iii) the expiration of the term or the completion of the undertaking;
(3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(5) on application by a partner, a judicial determination that:
(i) the economic purpose of the partnership is likely to be unreasonably frustrated;
(ii) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or
(iii) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(6) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(i) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(ii) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
History:
Laws 1996, ch. 53, § 801.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 59A Am. Jur. 2d Partnership § 810 et seq.
Bankruptcy or insolvency of individual partner as dissolving copartnership, 29 A.L.R. 45.
Agreement for dissolution as affecting partner's lien on or interest in assets of partnership, 43 A.L.R. 95.
Debt or liability arising from withdrawal or misappropriation of partnership funds by member of firm as dischargeable in his bankruptcy, 16 A.L.R.2d 1151.
Powers of liquidating partners with respect to incurring of obligations, 60 A.L.R.2d 826.
Sale or transfer of interest by partner as dissolving partnership, 75 A.L.R.2d 1036.
68 C.J.S. Partnership § 331 et seq.