2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 11 - Conversion and Merger › Section 54-2A-1111 - Liability of general partner after conversion or merger.

A. A conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act does not discharge any liability, pursuant to Sections 404 [54-2A-404 NMSA 1978] and 607 [54-2A-607 NMSA 1978] of that act, of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but:
(1) the provisions of the Uniform Revised Limited Partnership Act pertaining to the collection or discharge of the liability continue to apply to the liability;
(2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and
(3) if a person is required to pay any amount pursuant to this subsection:
(a) the person has a right of contribution from each other person that was liable as a general partner pursuant to Section 404 of the Uniform Revised Limited Partnership Act when the obligation was incurred and has not been released from the obligation pursuant to Section 607 of that act; and
(b) the contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
B. In addition to any other liability provided by law:
(1) a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership that was not a limited liability limited partnership is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if, at the time the third party enters into the transaction, the third party:
(a) does not have notice of the conversion or merger; and
(b) reasonably believes that:
1) the converted or surviving business is the converting or constituent limited partnership;
2) the converting or constituent limited partnership is not a limited liability limited partnership; and
3) the person is a general partner in the converting or constituent limited partnership; and
(2) a person that was dissociated as a general partner from a converting or constituent limited partnership before the conversion or merger became effective is personally liable for each obligation of the converted or surviving organization arising from a transaction with a third party after the conversion or merger becomes effective, if:
(a) immediately before the conversion or merger became effective the converting or surviving limited partnership was not a limited liability limited partnership; and
(b) at the time the third party enters into the transaction less than two years have passed since the person dissociated as a general partner and the third party:
1) does not have notice of the dissociation;
2) does not have notice of the conversion or merger; and
3) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership, the converting or constituent limited partnership is not a limited liability limited partnership and the person is a general partner in the converting or constituent limited partnership.
History:
Laws 2007, ch. 129, § 1111.
ANNOTATIONS
Compiler's notes.
— Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date of this section from July 1, 2009 to January 1, 2010.