reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 1 - General Provisions. › Section 54-1A-105 - Execution, filing and recording of statements.

(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] with respect to partnership property located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed in the office of the secretary of state and recorded in the office for recording transfers of real property has the effect provided for recorded statements in the Uniform Partnership Act (1994). A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in that act.
(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by the Uniform Partnership Act (1994). An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by the Uniform Partnership Act (1994) to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) The secretary of state may collect a fee for filing or providing a certified copy of a statement. The officer responsible for recording transfers of real property may collect a fee for recording a statement.
History:
Laws 1996, ch. 53, § 105.
ANNOTATIONS
Effective dates.
— Laws 1996, ch. 53, § 1007 makes the Uniform Partnership Act (1994) effective on July 1, 1997.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 1 - General Provisions. › Section 54-1A-106 - Governing law.

(a) Except as otherwise provided in Subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs the relations among the partners and the partnership.
(b) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
History:
Laws 1996, ch. 53, § 106; 1997, ch. 76, § 3.
ANNOTATIONS
The 1997 amendment,
effective July 1, 1997, substituted the section heading for "Law governing internal relations", added the Subsection (a) designation and, in Subsection (a), added the exception at the beginning, and added Subsection (b).
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 1 - General Provisions. › Section 54-1A-107 - Partnership subject to amendment or repeal of the Uniform Partnership Act (1994).

A partnership governed by the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] is subject to any amendment to or repeal of that act.
History:
Laws 1996, ch. 53, § 107.
ANNOTATIONS
Effective dates.
— Laws 1996, ch. 53, § 1007 makes the Uniform Partnership Act (1994) effective on July 1, 1997.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 2 - Nature of Partnership. › Section 54-1A-203 - Partnership property.

Property acquired by a partnership is property of the partnership and not of the partners individually.
History:
Laws 1996, ch. 53, § 203.
ANNOTATIONS
Oral partnership agreement involving land is enforceable.
Citizens Bank v. Williams
, 1981-NMSC-059, 96 N.M. 373, 630 P.2d 1228.
Property found to be partnership asset.
— When two brothers equally were engaged in maintaining a business, and they likewise were engaged equally in retiring the indebtedness on properties ostensibly purchased for the partnership, but held in only one brother's name, the jury was entitled to conclude that the properties were an asset of the partnership.
Bassett v. Bassett
, 1990-NMSC-070, 110 N.M. 559, 798 P.2d 160.
Am. Jur. 2d, A.L.R. and C.J.S. references. —
59A Am. Jur. 2d Partnership § 329 et seq.
Partition of partnership real property, 77 A.L.R. 300.
Powers, duties and accounting responsibilities of managing partner of mining partnership, 24 A.L.R.2d 1359.
Lessee interest of individual as becoming partnership asset of firm subsequently formed, 37 A.L.R.2d 1076.
When real estate owned by partner before formation of partnership will be deemed to have become assets of the firm, 45 A.L.R.2d 1009.
Meaning and coverage of "book value" in partnership agreement in determining value of partner's interest, 47 A.L.R.2d 1425.
Civil liability of one partner to another or to the partnership based on partner's personal purchase of partnership property during existence of partnership, 37 A.L.R.4th 494.
68 C.J.S. Partnership § 69 et seq.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 2 - Nature of Partnership. › Section 54-1A-204 - When property is partnership property.

(a) Property is partnership property if acquired in the name of:
(1) the partnership; or
(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
History:
Laws 1996, ch. 53, § 204.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 3 - Relations of Partners to Persons Dealing with Partnership. › Section 54-1A-302 - Transfer of partnership property.

(a) Partnership property may be transferred as follows:
(1) subject to the effect of a statement of partnership authority under Section 303 [54-1A-303 NMSA 1978], partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name;
(2) partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held; and
(3) partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under Section 301 [54-1A-301 NMSA 1978] and:
(1) as to a subsequent transferee who gave value for property transferred under Subsection (a)(1) and (2), proves that the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property transferred under Subsection (a)(3), proves that the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under Subsection (b), from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
History:
Laws 1996, ch. 53, § 302.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references. —
59A Am. Jur. 2d Partnership § 304 et seq.
Personal liability to other party on contract of partner who, without authority, attempts to convey land in firm name, 4 A.L.R. 261.
Who must sign and form of signature in case of partnership, in order to comply with statute of frauds, 114 A.L.R. 1005.
Attorneys: vicarious liability of attorney for tort of partner in law firm, 70 A.L.R.3d 1298.
68 C.J.S. Partnership §§ 152, 154.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 3 - Relations of Partners to Persons Dealing with Partnership. › Section 54-1A-304 - Statement of denial.

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to Section 303(b) [54-1A-303(b) NMSA 1978] may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in Section 303(d) and (e) [54-1A-303(d) and (e) NMSA 1978].
History:
Laws 1996, ch. 53, § 304.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 3 - Relations of Partners to Persons Dealing with Partnership. › Section 54-1A-305 - Partnership liable for partner's actionable conduct.

(a) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with the authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
History:
Laws 1996, ch. 53, § 305.
ANNOTATIONS
Release of partnership destroys vicarious liability.
— Since tort liability of partners is vicarious, that is, imputed from the partnership, when the partnership is released, the means by which liability is imputed to the partners is destroyed.
Kinetics, Inc. v. El Paso Prods. Co.
, 1982-NMCA-160, 99 N.M. 22, 653 P.2d 522.
Liability of partner for punitive damages.
— Absent a finding of ratification, authorization, or participation in the fraudulent conduct, punitive damages may not be recovered from partners for one partner's fraudulent conduct.
Duncan v. Henington
, 1992-NMSC-043, 114 N.M. 100, 835 P.2d 816.
Partners of partner found liable for fraud were liable to plaintiff jointly and severally for the award of compensatory damages, attorney fees, and costs; however, only partner committing fraudulent acts was liable to plaintiff for the award of punitive damages.
Duncan v. Henington
, 1992-NMSC-043, 114 N.M. 100, 835 P.2d 816.
Am. Jur. 2d, A.L.R. and C.J.S. references. —
59A Am. Jur. 2d Partnership § 247 et seq.
Intoxicated partner, liability for negligence, 55 A.L.R. 1225.
Marital or parental relationship between plaintiff and member of partnership as affecting right to maintain action in tort against partnership, 101 A.L.R. 1231.
Personal services, liability of partner for failure to perform, 165 A.L.R. 981.
Tort: liability of partners in tort as joint and several, 175 A.L.R. 1310.
Liability of attorney for loss of client's money or personal property in his possession or entrusted to him, 26 A.L.R.2d 1340.
Assault by partner or joint adventurer, liability for, 30 A.L.R.2d 859.
Libel, liability of partners or partnership for, 88 A.L.R.2d 474.
Derivative liability of partner for punitive damages for wrongful act of copartner, 14 A.L.R.4th 1335.
68 C.J.S. Partnership §§ 168, 171.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 3 - Relations of Partners to Persons Dealing with Partnership. › Section 54-1A-307 - Actions by and against partnership and partners.

(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with Section 54-1A-306 NMSA 1978, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under Section 54-1A-306 NMSA 1978 and:
(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not exhaust partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under Section 54-1A-308 NMSA 1978.
History:
Laws 1996, ch. 53, § 307; 1997, ch. 76, § 6.
ANNOTATIONS
The 1997 amendment,
effective July 1, 1997, inserted "to the extent not inconsistent with Section 54-1A-306 NMSA 1978" in Subsection (b); added "the partner is personally liable for the claim under section 54-1A-306 NMSA 1978 and" at the end of the introductory language in Subsection (d); and made a section reference substitution in Subsection (e).
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 54-1A-402 - Distributions in kind.

A partner has no right to receive, and may not be required to accept, a distribution in kind.
History:
Laws 1996, ch. 53, § 402.
ANNOTATIONS
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 54-1A-403 - Partner's rights and duties with respect to information.

(a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978]; and
(2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
History:
Laws 1996, ch. 53, § 403.
ANNOTATIONS
Duty imposed by law.
— There is an underlying duty imposed by law upon all partners because of their confidential relationship to be completely honest, open and fair.
Rogers v. Stacy
, 1957-NMSC-101, 63 N.M. 317, 318 P.2d 1116.
Partners bear fiduciary relationship to each other.
— Former Section 54-1-20 NMSA 1978 did not limit a partner's duty of affirmative disclosure in transactions between partners. Implicit in the resolution of disputes between partners must be the special responsibilities partners bear to each other. In connection with their partnership affairs, they bear a fiduciary relationship to each other.
C.B. & T. Co. v. Hefner
, 1982-NMCA-131, 98 N.M. 594, 651 P.2d 1029, cert. denied, 98 N.M. 590, 651 P.2d 636.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 59A Am. Jur. 2d Partnership §§ 409, 968 et seq.
Partner's breach of fiduciary duty to copartner on sale of partnership interest to another partner, 4 A.L.R.4th 1122.
68 C.J.S. Partnership § 76.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 4 - Relations of Partners to Each Other and to Partnership. › Section 54-1A-406 - Continuation of partnership beyond definite term or particular undertaking.

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(b) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
History:
Laws 1996, ch. 53, § 406.
ANNOTATIONS
Effective dates.
— Laws 1996, ch. 53, § 1007 makes the Uniform Partnership Act effective on July 1, 1997.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 5 - Transferees and Creditors of Partner. › Section 54-1A-502 - Partner's transferable interest in partnership.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property.
History:
Laws 1996, ch. 53, § 502.
ANNOTATIONS
Interest in partnership realty is personal property.
— An interest of a partner in a partnership is personal property and not real property, even if land is one of the assets.
Citizens Bank v. Williams
, 1981-NMSC-059, 96 N.M. 373, 630 P.2d 1228.
Am. Jur. 2d, A.L.R. and C.J.S. references. —
Am. Jur. 2d Partnership § 409 et seq.
Right to set off claim of firm against indebtedness of individual partner, 60 A.L.R. 584.
Profits after death or dissolution, 55 A.L.R.2d 1391.
Effect of Uniform Partnership Act, § 26 as converting realty into personalty, 80 A.L.R.2d 1107.
Partner's breach of fiduciary duty to copartner on sale of partnership interest to another partner, 4 A.L.R.4th 1122.
68 C.J.S. Partnership §§ 85, 86.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 6 - Partner's Dissociation. › Section 54-1A-602 - Partner's power to dissociate; wrongful dissociation.

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to Section 601(1) [54-1A-601(1) NMSA 1978].
(b) A partner's dissociation is wrongful only if:
(1) it is in breach of an express provision of the partnership agreement; or
(2) in the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(i) the partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under Section 601(6) through (10) [54-1A-601(6) through (10) NMSA 1978] or wrongful dissociation under Section 602(b) [54-1A-602(b) NMSA 1978];
(ii) the partner is expelled by judicial determination under Section 601(5) [54-1A-601(5) NMSA 1978];
(iii) the partner is dissociated by becoming a debtor in bankruptcy; or
(iv) in the case of a partner who is not an individual, trust other than a business trust or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(c) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
History:
Laws 1996, ch. 53, § 602.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 6 - Partner's Dissociation. › Section 54-1A-603 - Effect of partner's dissociation.

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies.
(b) Upon a partner's dissociation:
(1) the partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in Section 803 [54-1A-803 NMSA 1978];
(2) the partner's duty of loyalty under Section 404(b)(3) [54-1A-404(b)(3) NMSA 1978] terminates; and
(3) the partner's duty of loyalty under Section 404(b)(1) and (2) [54-1A-404(b)(1) and (2) NMSA 1978] and duty of care under Section 404(c) [54-1A-404(c) NMSA 1978] continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to Section 803.
History:
Laws 1996, ch. 53, § 603.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 54-1A-702 - Dissociated partner's power to bind and liability to partnership.

(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9, is bound by an act of the dissociated partner which would have bound the partnership under Section 301 [54-1A-301 NMSA 1978] before dissociation only if at the time of entering into the transaction the other party:
(1) reasonably believed that the dissociated partner was then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not deemed to have had knowledge under Section 303(e) [54-1A-303(e) NMSA 1978] or notice under Section 704(c) [54-1A-704(c) NMSA 1978].
(b) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under Subsection (a).
History:
Laws 1996, ch. 53, § 702.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 54-1A-703 - Dissociated partner's liability to other persons.

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in Subsection (b) of this section.
(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under Article 9 of the Uniform Partnership Act (1994), within two years after the partner's dissociation, only if the partner is liable for the obligation under Section 54-1A-306 NMSA 1978 and at the time of entering into the transaction the other party:
(1) reasonably believed that the dissociated partner was then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not deemed to have had knowledge under Section 54-1A-303(e) NMSA 1978 or notice under Section 54-1A-704(c) NMSA 1978.
(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
History:
Laws 1996, ch. 53, § 703; 1997, ch. 76, § 7.
ANNOTATIONS
The 1997 amendment,
effective July 1, 1997, inserted "of this section" in Subsection (a) and, in Subsection (b), near the middle, inserted "of the Uniform Partnership Act (1994)" and deleted "the liabilty is owed for which" following "only if", and made section reference substitutions.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 54-1A-704 - Statement of dissociation.

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of Section 303(d) and (e) [54-1A-303(d) and (e) NMSA 1978].
(c) For the purposes of Sections 702(a)(3) [54-1A-702(a)(3) NMSA 1978] and 703(b)(3) [54-1A-703(b)(3) NMSA 1978], a person not a partner is deemed to have notice of the dissociation ninety days after the statement of dissociation is filed.
History:
Laws 1996, ch. 53, § 704.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 7 - Partner's Dissociation When Business Not Wound Up. › Section 54-1A-705 - Continued use of partnership name.

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
History:
Laws 1996, ch. 53, § 705.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 8 - Winding Up Partnership Business. › Section 54-1A-802 - Partnership continues after dissolution.

(a) Subject to Subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
(1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(2) the rights of a third party accruing under Section 804(1) [54-1A-804(1) NMSA 1978] or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
History:
Laws 1996, ch. 53, § 802.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 8 - Winding Up Partnership Business. › Section 54-1A-803 - Right to wind up partnership business.

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the district court, for good cause shown, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to Section 807 [54-1A-807 NMSA 1978], settle disputes by mediation or arbitration and perform other necessary acts.
History:
Laws 1996, ch. 53, § 803.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 8 - Winding Up Partnership Business. › Section 54-1A-804 - Partner's power to bind partnership after dissolution.

Subject to Section 805 [54-1A-805 NMSA 1978], a partnership is bound by a partner's act after dissolution that:
(1) is appropriate for winding up the partnership business; or
(2) would have bound the partnership under Section 301 [54-1A-301 NMSA 1978] before dissolution, if the other party to the transaction did not have notice of the dissolution.
History:
Laws 1996, ch. 53, § 804.
ANNOTATIONS
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 59A Am. Jur. 2d Partnership § 877 et seq.
Nonuse of trade name as affecting rights of partners inter se after dissolution of firm, 48 A.L.R. 1263.
Agency conferred upon partners as affected by dissolution of the partnership, 170 A.L.R. 512.
Powers of liquidating partner with respect to incurring obligations, 60 A.L.R.2d 826.
68 C.J.S. Partnership § 354.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 8 - Winding Up Partnership Business. › Section 54-1A-805 - Statement of dissolution.

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of Section 303(d) [54-1A-303(d) NMSA 1978] and is a limitation on authority for the purposes of Section 303(e) [54-1A-303(e) NMSA 1978].
(c) For the purposes of Sections 301 [54-1A-301 NMSA 1978] and 804 [54-1A-804 NMSA 1978], a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in Section 303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
History:
Laws 1996, ch. 53, § 805.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 8 - Winding Up Partnership Business. › Section 54-1A-806 - Partner's liability to other partners after dissolution.

(a) Except as otherwise provided in Subsection (b) of this section and Section 54-1A-306 NMSA 1978, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under Section 54-1A-804 NMSA 1978.
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under Section 54-1A-804(2) NMSA 1978 by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
History:
Laws 1996, ch. 53, § 806; 1997, ch. 76, § 8.
ANNOTATIONS
The 1997 amendment,
effective July 1, 1997, made section reference substitutions in Subsections (a) and (b), and, in Subsection (a), inserted "of this section and Section 54-1A-306 NMSA 1978" near the beginning and deleted "unless the liability is not one for which the partner is liable under Section 306 and Section 54-1-48 NMSA 1978" at the end.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 9 - Conversions and Mergers. › Section 54-1A-901 - Definitions.

As used in this article:
(1) "general partner" means a partner in a partnership and a general partner in a limited partnership;
(2) "limited partner" means a limited partner in a limited partnership;
(3) "limited partnership" means a limited partnership created under the Uniform Limited Partnership Act [repealed], predecessor law or comparable law of another jurisdiction; and
(4) "partner" includes both a general partner and a limited partner.
History:
Laws 1996, ch. 53, § 901.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Laws 2007, ch. 129, § 1206 repealed the Uniform Limited Partnership Act, Sections 54-2-1 through 54-2-63 NMSA 1978, effective January 1, 2009. For comparable provisions,
see
the Uniform Revised Limited Partnership Act, Chapter 54, Article 2A NMSA 1978.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 9 - Conversions and Mergers. › Section 54-1A-902 - Conversion of partnership to limited partnership.

(a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership in the jurisdiction in which the limited partnership is to be formed. The certificate must include:
(1) a statement that the partnership was converted to a limited partnership from a partnership;
(2) its former name; and
(3) a statement of the number of votes cast by the partners for and against the conversion and, if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(e) A general partner who becomes a limited partner as a result of the conversion remains liable as a general partner for an obligation incurred by the partnership before the conversion takes effect. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the limited partner is liable for an obligation incurred by the limited partnership within ninety days after the conversion takes effect. The limited partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act [repealed].
History:
Laws 1996, ch. 53, § 902.
ANNOTATIONS
Bracketed material.
— The bracketed material was inserted by the compiler and is not part of the law.
Laws 2007, ch. 129, § 1206 repealed the Uniform Limited Partnership Act, Sections 54-2-1 through 54-2-63 NMSA 1978, effective January 1, 2009. For comparable provisions,
see
the Uniform Revised Limited Partnership Act, Chapter 54, Article 2A NMSA 1978.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 9 - Conversions and Mergers. › Section 54-1A-903 - Conversion of limited partnership to partnership.

(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in Section 54-1A-306 NMSA 1978, the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.
History:
Laws 1996, ch. 53, § 903; 1997, ch. 76, § 10.
ANNOTATIONS
The 1997 amendment,
effective July 1, 1997, added "Except as otherwise provided in Section 54-1A-306 NMSA 1978" at the beginning of the second sentence in Subsection (e).
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 9 - Conversions and Mergers. › Section 54-1A-904 - Effect of conversion; entity unchanged.

(a) A partnership or limited partnership that has been converted pursuant to this article 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 partnership or limited partnership remains vested in the converted entity;
(2) all obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(3) an action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
History:
Laws 1996, ch. 53, § 904.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 9 - Conversions and Mergers. › Section 54-1A-905 - Merger of partnerships.

(a) Pursuant to a plan of merger approved as provided in Subsection (c), a partnership may be merged with one or more partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into money or other property in whole or part; and
(6) the street address of the surviving entity's chief executive office.
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all parties to the merger, as provided in Subsection (c);
(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) any effective date specified in the plan of merger.
History:
Laws 1996, ch. 53, § 905.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 9 - Conversions and Mergers. › Section 54-1A-907 - Statement of merger.

(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships were merged;
(3) the street address of the surviving entity's chief executive office and of an office in this state, if any; and
(4) whether the surviving entity is a partnership or a limited partnership.
(c) Except as otherwise provided in Subsection (d), for the purposes of Section 302 [54-1A-302 NMSA 1978], property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of Section 302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to Section 105(c) [54-1A-105(c) NMSA 1978], stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by Subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in Subsections (c) and (d).
History:
Laws 1996, ch. 53, § 907.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 10 - Conversion to Limited Partnership. › Section 54-1A-1001 - Statement of qualification.

(a) A partnership may become a limited liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.
(c) After the approval required by Subsection (b) of this section, a partnership may become a limited liability partnership by filing a statement of qualification. The statement shall contain:
(1) the name of the partnership;
(2) the street address of the partnership's chief executive office and, if different, the street address of an office in this state, if any;
(3) if the partnership does not have an office in this state, the name and street address of the partnership's agent for service of process;
(4) a statement that the partnership elects to be a limited liability partnership; and
(5) a deferred effective date, if any.
(d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to Section 54-1A-105(d) NMSA 1978 or revoked pursuant to Section 54-1A-1003 NMSA 1978.
(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under Subsection (c) of this section.
(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
History:
1978 Comp., § 54-1A-1001, enacted by Laws 1997, ch. 76, § 14.
ANNOTATIONS
Recompilations.
— Laws 1997, ch. 76, § 12, recompiles former 54-1A-1001 NMSA 1978, relating to uniformity of application and construction, as 54-1A-1201 NMSA 1978, effective July 1, 1997.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 10 - Conversion to Limited Partnership. › Section 54-1A-1002 - Statement of qualification; name.

The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP" or "LLP".
History:
1978 Comp., § 54-1A-1002, enacted by Laws 1997, ch. 76, § 15.
ANNOTATIONS
Recompilations.
— Laws 1997, ch. 76, § 12, recompiles former 54-1A-1002 NMSA 1978, relating to short title, as 54-1A-1202 NMSA 1978, effective July 1, 1997.