reglab/statecodes huggingface dataset:
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 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.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 6 - Dissociation › Section 54-2A-607 - Liability to other persons of person dissociated as general partner.

A. A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections B and C of this section, the person is not liable for a limited partnership's obligation incurred after dissociation.
B. A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner pursuant to Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act on an obligation incurred by the limited partnership pursuant to Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act.
C. A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:
(1) a general partner would be liable on the transaction; 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.
D. By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.
E. A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.
History:
Laws 2007, ch. 129, § 607.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 7 - Transferable Interests and Rights of › Section 54-2A-701 - Partner's transferable interest.

The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property.
History:
Laws 2007, ch. 129, § 701.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 7 - Transferable Interests and Rights of › Section 54-2A-702 - Transfer of partner's transferable interest.

A. A transfer, in whole or in part, of a partner's transferable interest:
(1) is permissible;
(2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities; and
(3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in the management or conduct of the limited partnership's activities, to require access to information concerning the limited partnership's transactions, except as otherwise provided in Subsection C of this section, or to inspect or copy the required information or the limited partnership's other records.
B. A transferee has a right to receive, in accordance with the transfer:
(1) distributions to which the transferor would otherwise be entitled; and
(2) upon the dissolution and winding up of the limited partnership's activities, the net amount otherwise distributable to the transferor.
C. In a dissolution and winding up, a transferee is entitled to an account of the limited partnership's transactions only from the date of dissolution.
D. Upon transfer, the transferor retains the rights of a partner other than the interest in distributions transferred and retains all duties and obligations of a partner.
E. A limited partnership need not give effect to a transferee's rights pursuant to this section until the limited partnership has notice of the transfer.
F. A transfer of a partner's transferable interest in the limited partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
G. A transferee that becomes a partner with respect to a transferable interest is liable for the transferor's obligations pursuant to Sections 502 [54-2A-502 NMSA 1978] and 509 [54-2A-509 NMSA 1978] of the Uniform Revised Limited Partnership Act. However, the transferee is not obligated for liabilities unknown to the transferee at the time the transferee became a partner.
History:
Laws 2007, ch. 129, § 702.
ANNOTATIONS
Cross references.
— For the definition of "transfer",
see
54-2A-102 NMSA 1978.
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 7 - Transferable Interests and Rights of › Section 54-2A-703 - Rights of creditor of partner or transferee.

A. On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require to give effect to the charging order.
B. A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
C. At any time before foreclosure, an interest charged may be redeemed:
(1) by the judgment debtor;
(2) with property other than limited partnership property, by one or more of the other partners; or
(3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
D. The Uniform Revised Limited Partnership Act does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
E. This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
History:
Laws 2007, ch. 129, § 703.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 7 - Transferable Interests and Rights of › Section 54-2A-704 - Power of estate of deceased partner.

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in Section 702 [54-2A-702 NMSA 1978] of the Uniform Revised Limited Partnership Act and, for the purposes of settling the estate, may exercise the rights of a current limited partner pursuant to Section 304 [54-2A-304 NMSA 1978] of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 704.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-801 - Nonjudicial dissolution.

Except as otherwise provided in Section 802 [54-2A-802 NMSA 1978] of the Uniform Revised Limited Partnership Act, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
A. the happening of an event specified in the partnership agreement;
B. the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
C. after the dissociation of a person as a general partner:
(1) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within ninety days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(2) if the limited partnership does not have a remaining general partner, the passage of ninety days after the dissociation, unless before the end of the period:
(a) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(b) at least one person is admitted as a general partner in accordance with the consent; or
D. the passage of ninety days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner.
History:
Laws 2007, ch. 129, § 801.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-802 - Judicial dissolution.

On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
History:
Laws 2007, ch. 129, § 802.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-803 - Winding up.

A. A limited partnership continues after dissolution only for the purpose of winding up its activities.
B. In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in Section 203 [54-2A-203 NMSA 1978] of the Uniform Revised Limited Partnership Act and perform other necessary acts; and
(2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities and marshal and distribute the assets of the partnership.
C. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed pursuant to this subsection:
(1) has the powers of a general partner pursuant to Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act; and
(2) shall promptly amend the certificate of limited partnership to state:
(a) that the limited partnership does not have a general partner;
(b) the name of the person that has been appointed to wind up the limited partnership; and
(c) the street and mailing address of the person.
D. On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to Subsection C of this section; or
(2) the applicant establishes other good cause.
History:
Laws 2007, ch. 129, § 803.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution.

A. A limited partnership is bound by a general partner's act after dissolution that:
(1) is appropriate for winding up the limited partnership's activities; or
(2) would have bound the limited partnership pursuant to Section 402 [54-2A-402 NMSA 1978] of the Uniform Revised Limited Partnership Act before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
B. A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) 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; and
(2) the act:
(a) is appropriate for winding up the limited partnership's activities; or
(b) would have bound the limited partnership pursuant to Section 402 of the Uniform Revised Limited Partnership Act before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
History:
Laws 2007, ch. 129, § 804.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-805 - Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner.

A. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation pursuant to Subsection A of Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
B. If a person dissociated as a general partner causes a limited partnership to incur an obligation pursuant to Subsection B of Section 804 of the Uniform Revised Limited Partnership Act, the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; 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, § 805.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-806 - Known claims against dissolved limited partnership.

A. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in Subsection B of this section.
B. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall:
(1) specify the information required to be included in a claim;
(2) provide a mailing address to which the claim is to be sent;
(3) state the deadline for receipt of the claim, which shall not be less than one hundred twenty days after the date the notice is received by the claimant;
(4) state that the claim will be barred if not received by the deadline; and
(5) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act.
C. A claim against a dissolved limited partnership is barred if the requirements of Subsection B of this section are met and:
(1) the claim is not received by the specified deadline; or
(2) in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within ninety days after the receipt of the notice of the rejection.
D. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
History:
Laws 2007, ch. 129, § 806.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-807 - Other claims against dissolved limited partnership.

A. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
B. The notice shall:
(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated office is or was last located;
(2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(3) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice; and
(4) unless the limited partnership has been throughout its existence a limited liability limited partnership, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner that is based on Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act.
C. If a dissolved limited partnership publishes a notice in accordance with Subsection B of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:
(1) a claimant that did not receive notice in a record pursuant to Section 806 [54-2A-806 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
D. A claim not barred pursuant to this section may be enforced:
(1) against the dissolved limited partnership, to the extent of its undistributed assets;
(2) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims pursuant to this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(3) against any person liable on the claim pursuant to Section 404 of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 807.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 8 - Dissolution › Section 54-2A-808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred.

If a claim against a dissolved limited partnership is barred pursuant to Section 806 [54-2A-806 NMSA 1978] or 807 [54-2A-807 NMSA 1978] of the Uniform Revised Limited Partnership Act, any corresponding claim pursuant to Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act is also barred.
History:
Laws 2007, ch. 129, § 808.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 9 - Foreign Limited Partnerships › Section 54-2A-901 - Governing law.

A. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations between the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
B. A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.
C. A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.
History:
Laws 2007, ch. 129, § 901.
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.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 9 - Foreign Limited Partnerships › Section 54-2A-902 - Application for certificate of authority.

A. Before transacting business in New Mexico, a foreign limited partnership must have a certificate of authority to transact business in New Mexico. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state:
(1) the name of the foreign limited partnership and, if the name does not comply with Section 54-2A-108 NMSA 1978, an alternate name adopted pursuant to Subsection A of Section 54-2A-905 NMSA 1978;
(2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized;
(3) any identification number issued to the foreign limited partnership by the foreign official; "foreign official" means the secretary of state or other official having custody of the foreign limited partnership's publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized;
(4) the street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;
(5) the name and street and mailing address of the foreign limited partnership's initial agent for service of process in this state;
(6) the name and street and mailing address of each of the foreign limited partnership's general partners; and
(7) whether the foreign limited partnership is a foreign limited liability limited partnership.
B. A foreign limited partnership shall deliver with the completed application:
(1) a certificate of existence or a record of similar import signed by the foreign official; and
(2) if the foreign official is located outside of the United States of America, a certified copy of the limited partnership certificate or a record of similar import showing that it was filed with the foreign official.
C. A certificate or a certified copy described in Subsection B of this section is a part of the application for all purposes. It shall be revised or corrected as required by Section 54-2A-906 NMSA 1978. If it does not use the English language and Arabic numbers, it shall be accompanied by a certified translation. A certification or a certification of a copy or a translation shall be dated within thirty days of its presentation to the secretary of state for filing. A certificate shall state the information listed in Subsection A of Section 54-2A-209 NMSA 1978 or information of similar import.
History:
Laws 2007, ch. 129, § 902; 2009, ch. 181, § 3.
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.
The 2009 amendment,
effective January 1, 2009, added the first sentence.