reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 9 - Foreign Limited Partnerships › Section 54-2A-903 - Activities not constituting transacting business.

A. Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act include:
(1) maintaining, defending and settling an action or proceeding, whether judicial, administrative, arbitration or mediation;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating as borrower or lender or acquiring indebtedness, with or without mortgages or security interests in real or personal property;
(8) securing or collecting debts or foreclosing mortgages or other security interests in property securing the debts and holding, protecting and maintaining property so acquired;
(9) investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests; and executing division orders, contracts of sale and other instruments incidental to the ownership of such nonoperating mineral interests;
(10) owning or controlling an interest in a corporation or other entity that transacts business in this state or is organized under the laws of this state;
(11) being a partner in a partnership, including a limited partnership, a limited liability partnership or a limited liability limited partnership, that transacts business in this state or is organized under the laws of this state;
(12) being a member or a manager of a limited liability company that transacts business in this state or is organized under the laws of this state;
(13) conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner; and
(14) transacting business in interstate commerce.
B. For purposes of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act, the ownership in this state of income-producing real property or tangible personal property, other than property excluded pursuant to Subsection A of this section, constitutes transacting business in this state.
C. This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation or regulation pursuant to any other law of this state.
History:
Laws 2007, ch. 129, § 903.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2007.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 9 - Foreign Limited Partnerships › Section 54-2A-904 - Filing of certificate of authority.

Unless the secretary of state determines that an application for a certificate of authority or a revised application for a certificate of authority does not comply with the filing requirements of the Uniform Revised Limited Partnership Act, the secretary of state, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this state or restated certificate of authority in the case of a revised application, and send a copy of the filed certificate, together with a receipt for the fees, to the foreign limited partnership or its representative.
History:
Laws 2007, ch. 129, § 904.
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-905 - Noncomplying name of foreign limited partnership.

A. A foreign limited partnership whose name does not comply with Section 108 of the Uniform Revised Limited Partnership Act shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with Section 108 of that act. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name.
B. If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with Section 108 of the Uniform Revised Limited Partnership Act, it shall not thereafter transact business in this state until it complies with Subsection A of this section and obtains an amended certificate of authority.
History:
Laws 2007, ch. 129, § 905.
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-906 - Changes or errors in application for certificate of authority.

A. A foreign limited partnership shall deliver to the secretary of state for filing:
(1) a revised application for a certificate of authority to reflect any change in the information contained in an application for certificate of authority; or
(2) a statement of correction pursuant to Section 207 [54-2A-207 NMSA 1978] of the Uniform Revised Limited Partnership Act for the correction of any information that was false or incorrect or of any defective signature on the application. The revised application for a certificate of authority or statement of correction shall be delivered to the secretary of state promptly after the foreign limited partnership has notice of the change, the false or incorrect information or the defective signature.
B. The revised application for certificate of authority shall state:
(1) the name of the foreign limited partnership;
(2) the date of filing of its initial application for a certificate;
(3) any identification number assigned by the secretary of state to the foreign limited partnership or the initial application, or both; and
(4) the information required in Section 902 [54-2A-902 NMSA 1978] of the Uniform Revised Limited Partnership Act for an application for a certificate of authority.
C. A general partner that knows that any information in a filed application for certificate of authority was false when filed or has become false due to changed circumstances shall promptly:
(1) cause a revised application to be filed; or
(2) if appropriate, deliver to the secretary of state for filing a statement of correction pursuant to Section 207 of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 906.
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-907 - Cancellation of certificate of authority; effect of failure to have certificate.

A. In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership shall deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective pursuant to Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act.
B. A foreign limited partnership transacting business in this state shall not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
C. The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.
D. A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.
E. If a foreign limited partnership transacts business in this state without a certificate of authority, cancels its certificate of authority or fails to appoint and maintain an agent for service of process as required by Subsection B of Section 114 [54-2A-114 NMSA 1978] of the Uniform Revised Limited Partnership Act, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.
History:
Laws 2007, ch. 129, § 907.
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-908 - Action by attorney general.

The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 908.
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 10 - Actions by Partners › Section 54-2A-1001 - Direct action by partner.

A. Subject to Subsection B of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests pursuant to the partnership agreement or the Uniform Revised Limited Partnership Act, or arising independently of the partnership relationship.
B. A partner commencing a direct action pursuant to this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership.
C. The accrual of, and any time limitation on, a right of action for a remedy pursuant to this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
History:
Laws 2007, ch. 129, § 1001.
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 10 - Actions by Partners › Section 54-2A-1002 - Derivative action.

A partner may maintain a derivative action to enforce a right of a limited partnership if:
A. the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or
B. a demand would be futile.
History:
Laws 2007, ch. 129, § 1002.
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 10 - Actions by Partners › Section 54-2A-1003 - Proper plaintiff.

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and:
A. that was a partner when the conduct giving rise to the action occurred; or
B. whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct.
History:
Laws 2007, ch. 129, § 1003.
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 10 - Actions by Partners › Section 54-2A-1004 - Pleading.

In a derivative action, the complaint must state with particularity:
A. the date and content of plaintiff's demand and the general partners' response to the demand; or
B. why demand should be excused as futile.
History:
Laws 2007, ch. 129, § 1004.
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 10 - Actions by Partners › Section 54-2A-1005 - Proceeds and expenses.

A. Except as otherwise provided in Subsection B of this section:
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership.
B. If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees, from the recovery of the limited partnership.
History:
Laws 2007, ch. 129, § 1005.
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 11 - Conversion and Merger › Section 54-2A-1102 - Conversion.

A. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and Sections 1103 [54-2A-1103 NMSA 1978] through 1105 [54-2A-1105 NMSA 1978] of the Uniform Revised Limited Partnership Act and a plan of conversion, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
B. A plan of conversion must be in a record and must include:
(1) the name and form of the organization before conversion;
(2) the name and form of the organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization and other consideration; and
(4) the organizational documents of the converted organization.
History:
Laws 2007, ch. 129, § 1102.
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 11 - Conversion and Merger › Section 54-2A-1103 - Action on plan of conversion by converting limited partnership.

A. Subject to Section 1110 [54-2A-1110 NMSA 1978] of the Uniform Revised Limited Partnership Act, a plan of conversion must be consented to by all the partners of a converting limited partnership.
B. Subject to Section 1110 of the Uniform Revised Limited Partnership Act and any contractual rights, after a conversion is approved, and at any time before a filing is made pursuant to Section 1104 [54-2A-1104 NMSA 1978] of the Uniform Revised Limited Partnership Act, a converting limited partnership may amend the plan or abandon the planned conversion:
(1) as provided in the plan; and
(2) except as prohibited by the plan, by the same consent as was required to approve the plan.
History:
Laws 2007, ch. 129, § 1103.
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 11 - Conversion and Merger › Section 54-2A-1104 - Filings required for conversion; effective date.

A. After a plan of conversion is approved:
(1) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion that shall include:
(a) a statement that the limited partnership has been converted into another organization;
(b) the name and form of the organization and the jurisdiction of its governing statute;
(c) the date the conversion is effective pursuant to the governing statute of the converted organization;
(d) a statement that the conversion was approved as required by the Uniform Revised Limited Partnership Act;
(e) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(f) if the converted organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of Subsection C of Section 1105 [54-2A-1105 NMSA 1978] of the Uniform Revised Limited Partnership Act; and
(2) if the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership that shall include, in addition to the information required by Section 201 [54-2A-201 NMSA 1978] of the Uniform Revised Limited Partnership Act:
(a) a statement that the limited partnership was converted from another organization;
(b) the name and form of the organization and the jurisdiction of its governing statute; and
(c) a statement that the conversion was approved in a manner that complied with the organization's governing statute.
B. A conversion becomes effective:
(1) if the converted organization is a limited partnership, when the certificate of limited partnership takes effect; and
(2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization.
History:
Laws 2007, ch. 129, § 1104.
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 11 - Conversion and Merger › Section 54-2A-1105 - Effect of conversion.

A. An organization that has been converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act 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 organization remains vested in the converted organization;
(2) all debts, liabilities and other obligations of the converting organization continue as obligations of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of Article 8 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act.
C. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited partnership, if before the conversion the converting limited partnership was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing an obligation pursuant to this subsection. Service on the secretary of state pursuant to this subsection is made in the same manner and with the same consequences as in Subsections C and D of Section 117 [54-2A-117 NMSA 1978] of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 1105.
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 11 - Conversion and Merger › Section 54-2A-1106 - Merger.

A. A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 1107 [54-2A-1107 NMSA 1978] through 1109 [54-2A-1109 NMSA 1978] of the Uniform Revised Limited Partnership Act and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
B. A plan of merger shall be in a record and shall include:
(1) the name and form of each constituent organization;
(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
History:
Laws 2007, ch. 129, § 1106.
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 11 - Conversion and Merger › Section 54-2A-1107 - Action on plan of merger by constituent limited partnership.

A. Subject to Section 1110 [54-2A-1110 NMSA 1978] of the Uniform Revised Limited Partnership Act, a plan of merger must be consented to by all the partners of a constituent limited partnership.
B. Subject to Section 1110 of the Uniform Revised Limited Partnership Act and any contractual rights, after a merger is approved, and at any time before a filing is made pursuant to Section 1108 [54-2A-1108 NMSA 1978] of the Uniform Revised Limited Partnership Act, a constituent limited partnership may amend the plan or abandon the planned merger:
(1) as provided in the plan; and
(2) except as prohibited by the plan, with the same consent as was required to approve the plan.
History:
Laws 2007, ch. 129, § 1107.
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 11 - Conversion and Merger › Section 54-2A-1108 - Filings required for merger; effective date.

A. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:
(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(2) each other preexisting constituent organization, by an authorized representative.
B. The articles of merger shall include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective pursuant to the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(a) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(b) if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office that the secretary of state may use for the purposes of Subsection B of Section 1109 [54-2A-1109 NMSA 1978] of the Uniform Revised Limited Partnership Act; and
(8) any additional information required by the governing statute of any constituent organization.
C. Each constituent limited partnership shall deliver the articles of merger for filing in the office of the secretary of state.
D. A merger becomes effective pursuant to this article:
(1) if the surviving organization is a limited partnership, upon the later of:
(a) compliance with Subsection C of this section; or
(b) subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, as specified in the articles of merger; or
(2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
History:
Laws 2007, ch. 129, § 1108.
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 11 - Conversion and Merger › Section 54-2A-1109 - Effect of merger.

A. When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) all debts, liabilities and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of Article 8 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(9) if the surviving organization is created by the merger:
(a) if it is a limited partnership, the certificate of limited partnership becomes effective; or
(b) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
B. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation pursuant to this subsection. Service on the secretary of state pursuant to this subsection is made in the same manner and with the same consequences as in Subsections C and D of Section 117 [54-2A-117 NMSA 1978] of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 1109.
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 11 - Conversion and Merger › Section 54-2A-1110 - Restrictions on approval of conversions and mergers.

A. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:
(1) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the partnership agreement.
B. A partner does not give the consent required by Subsection A of this section merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
History:
Laws 2007, ch. 129, § 1110.
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 11 - Conversion and Merger › Section 54-2A-1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.

A. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership pursuant to Section 402 [54-2A-402 NMSA 1978] of the Uniform Revised Limited Partnership Act; and
(2) 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 the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
B. An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership pursuant to Section 402 of the Uniform Revised Limited Partnership Act if the person had been a general partner; and
(2) 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:
(a) does not have notice of the dissociation;
(b) does not have notice of the conversion or merger; and
(c) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
C. If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation pursuant to Subsection A or B of this section, the person is liable:
(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
History:
Laws 2007, ch. 129, § 1112.
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 11 - Conversion and Merger › Section 54-2A-1113 - Article not exclusive.

Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act does not preclude an entity from being converted or merged pursuant to other law.
History:
Laws 2007, ch. 129, § 1113.
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 12 - Miscellaneous Provisions › Section 54-2A-1201 - Uniformity of application and construction.

In applying and construing the Uniform Revised Limited Partnership Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
History:
Laws 2007, ch. 129, § 1201.
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 12 - Miscellaneous Provisions › Section 54-2A-1202 - Severability.

If any provision of the Uniform Revised Limited Partnership Act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of that act that can be given effect without the invalid provision or application, and to this end the provisions of that act are severable.
History:
Laws 2007, ch. 129, § 1202.
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 12 - Miscellaneous Provisions › Section 54-2A-1203 - Relation to Electronic Signatures in Global and National Commerce Act.

The Uniform Revised Limited Partnership Act modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but the Uniform Revised Limited Partnership Act does not modify, limit or supersede Section 101(c) of the federal Electronic Signatures in Global and National Commerce Act or authorize electronic delivery of any of the notices described in Section 103(b) of the federal Electronic Signatures in Global and National Commerce Act.
History:
Laws 2007, ch. 129, § 1203.
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 12 - Miscellaneous Provisions › Section 54-2A-1205 - Saving clause.

The Uniform Revised Limited Partnership Act does not affect an action commenced, proceeding brought or right accrued before January 1, 2008.
History:
Laws 2007, ch. 129, § 1205.
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 12 - Miscellaneous Provisions › Section 54-2A-1206 - Transition provisions.

Until January 1, 2010, the provisions of Sections 54-1A-105, 54-1A-303, 54-1A-304, 54-1A-704, 54-1A-805, 54-1A-901 through 54-1A-908, 54-2-3 through 54-2-5, 54-2-9 through 54-2-14, 54-2-49 through 54-2-56 and 54-2-62 NMSA 1978 as they existed on December 31, 2008, apply to:
A. a limited partnership formed on or after July 1, 2008;
B. a limited partnership formed before July 1, 2008 that elects pursuant to the provisions of Paragraph (2) of Subsection A of Section 54-2A-1204 NMSA 1978 to be subject to the Uniform Revised Limited Partnership Act [Chapter 54, Article 2A NMSA 1978]; and
C. a foreign limited partnership formed at any time.
History:
Laws 2007, ch. 129, § 1207; 2009, ch. 181, § 5.
ANNOTATIONS
The 2009 amendment,
effective July 1, 2009, after "54-2-62 NMSA 1978", added "as they existed on December 31, 2008".
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 3 - Foreign Limited Partnerships (Recompiled.) › Section 54-3-1 to 54-3-7 - Recompiled.

ANNOTATIONS
Recompilations.
— Laws 1988, ch. 90, § 49 recompiled 54-3-1 to 54-3-7 NMSA 1978 as 54-2-49 to 54-2-56 NMSA 1978, effective September 1, 1989.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND › Section 55-1-104 - Construction against implicit repeal.

The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
History:
1953 Comp., § 50A-1-104, enacted by Laws 1961, ch. 96, § 1-104; 2005, ch. 144, § 4.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Source.
— Former Section 1-104 [55-1-104 NMSA 1978].
Changes from former law.
— Except for changing the form of reference to the Uniform Commercial Code, this section is identical to former Section 1-104 [55-1-104 NMSA 1978].
This section embodies the policy that an act that bears evidence of carefully considered permanent regulative intention should not lightly be regarded as impliedly repealed by subsequent legislation. The Uniform Commercial Code, carefully integrated and intended as a uniform codification of permanent character covering an entire "field" of law, is to be regarded as particularly resistant to implied repeal.
ANNOTATIONS
The 2005 amendment,
effective January 1, 2006, changed the reference from "this act" to "the Uniform Commercial Code".
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 11 Am. Jur. 2d Bills and Notes § 51; 15A Am. Jur. 2d Commercial Code §§ 16, 25.
Applicability of constitutional requirement that repealing or amendatory statute refer to statute repealed or amended, 5 A.L.R.2d 1270.
82 C.J.S. Statutes § 291.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND › Section 55-1-107 - Section captions.

Section captions are part of the Uniform Commercial Code.
History:
1953 Comp., § 50A-1-109, enacted by Laws 1961, ch. 96, § 1-109 1978 Comp., § 55-1-109; recompiled by compiler as NMSA 1978, § 55-1-107; Laws 2005, ch. 144, § 7.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Source.
— Former Section 1-109 [55-1-109 NMSA 1978].
Changes from former law.
— None.
Section captions are a part of the text of the Uniform Commercial Code, and not mere surplusage. This is not the case, however, with respect to subsection headings appearing in Articles 9, 12, and A (Transitional Provisions).
See
Section 9-101 [55-9-101 NMSA 1978], Comment 3 ("subsection headings are not a part of the official text itself and have not been approved by the sponsors."); Section 12-101 [55-12-101 NMSA 1978], Comment; Section A-101 [55-12A-101 NMSA 1978], Comment.
Cross references.
— Sections 1-203, 2-201 and 2-209; and
see
Section 2-719.
"Aggrieved party". Section 1-201.
"Rights". Section 1-201.
"Signed". Section 1-201.
"Written". Section 1-201.
ANNOTATIONS
Repeals and reenactments.
— Laws 2005, ch. 144, § 7, effective January 1, 2006, repealed former 55-1-107 NMSA 1978 as enacted by Laws 1961, ch. 96, § 1-107, and enacted a new 55-1-107 NMSA 1978. The substance of former 55-1-107 NMSA 1978 has been enacted as a new 55-1-306 NMSA 1978 by Laws 2005, ch. 144, § 20. For provisions of former 55-1-107 NMSA 1978,
see
the 2004 NMSA 1978 on
NMOneSource.com.
Law reviews.
— Clovis Nat'l Bank v. Thomas, 77 N.M. 554, 425 P.2d 726 (1967), commented on in 8 Nat. Resources J. 183 (1968).
For article, "Essential Attributes of Commercial Paper - Part I," see 1 N.M. L. Rev. 479 (1971).
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 11 Am. Jur. 2d Bills and Notes §§ 382, 927, 934, 948 to 950; 28 Am. Jur. 2d Estoppel and Waiver § 162; 68A Am. Jur. 2d Secured Transactions §§ 434 et seq., 590 et seq., 638 et seq.
17A C.J.S. Contracts § 491.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND › Section 55-1-109 - Repealed.

History:
1953 Comp., § 50A-1-109, enacted by Laws 1961, ch. 96, § 1-109; repealed by Laws 2005, ch. 144, § 113.
ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-1-109 NMSA 1978, as enacted by Laws 1961, ch. 96, § 1-109, relating to section captions, effective January 1, 2006. For current comparable provisions,
see
55-1-107 NMSA 1978.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 1 - SHORT TITLE, CONSTRUCTION, APPLICATION AND › Section 55-1-110 - Repealed.

History:
Laws 2015, ch. 54, § 8; repealed by Laws 2021, ch. 86, § 4.
ANNOTATIONS
Repeals.
— Laws 2021, ch. 86, § 4 repealed 55-1-110 NMSA 1978, as enacted by Laws 2015, ch. 54, § 8, relating to presumption that rule of law continues unchanged, effective June 18, 2021. For provisions of former section,
see
the 2020 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION › Section 55-1-204 - Value. (Effective January 1, 2024.)

Except as otherwise provided in Chapter 55, Articles 3, 4, 5 and 12 NMSA 1978, a person gives value for rights if the person acquires them
:
(1) in return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;
(2) as security for, or in total or partial satisfaction of, a preexisting claim;
(3) by accepting delivery under a preexisting contract for purchase; or
(4) in return for any consideration sufficient to support a simple contract.
History:
1953 Comp., § 50A-1-204, enacted by Laws 1961, ch. 96, § 1-204; 1978 Comp., § 55-1-204, repealed and reenacted by Laws 2005, ch. 144, § 12; 2023, ch. 142, § 2.
ANNOTATIONS
The 2023 amendment,
effective January 1, 2024, in the introductory clause, after "Chapter 55, Articles 3, 4, 5", added "and 12 NMSA 1978".
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION › Section 55-1-206 - Presumptions.

Whenever the Uniform Commercial Code creates a "presumption" with respect to a fact, or provides that a fact is "presumed", the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.
History:
Laws 2005, ch. 144, § 14.
OFFICIAL COMMENTS
UCC Official Comments by ALI & the NCCUSL. Reproduced with permission of the PEB for the UCC. All rights reserved.
Source.
— Former Section 1-201(31) [55-1-201(31) NMSA 1978].
Changes from former law.
— None, other than stylistic changes.
Several sections of the Uniform Commercial Code state that there is a "presumption" as to a certain fact, or that the fact is "presumed." This section, derived from the definition appearing in former Section 1-201(31) [55-1-201(31) NMSA 1978], indicates the effect of those provisions on the proof process.
Purposes.
— To fill the gap left by the statute of frauds provisions for goods (Section 2-201 [55-2-201 NMSA 1978]), securities (Section 2-319 [55-2-319 NMSA 1978]) and security interests (Section 9-203 [55-9-203 NMSA 1978]). The Uniform Sales Act covered the sale of "choses in action"; the principal gap relates to sale of the "general intangibles" defined in Article 9 (Section 9-106 [55-9-106 NMSA 1978]) and to transactions excluded from Article 9 by Section 9-104 [55-9-104 NMSA 1978]. Typical are the sale of bilateral contracts, royalty rights or the like. The informality normal to such transactions is recognized by lifting the limit for oral transactions to $5,000. In such transactions there is often no standard of practice by which to judge, and values can rise or drop without warning; troubling abuses are avoided when the dollar limit is exceeded by requiring that the subject-matter be reasonably identified in a signed writing which indicates that a contract for sale has been made at a defined or stated price.
"Action". Section 1-201.
"Agreement". Section 1-201.
"Contract". Section 1-201.
"Contract for sale". Section 2-106.
"Goods". Section 2-105.
"Party". Section 1-201.
"Sale". Section 2-106.
"Signed". Section 1-201.
"Writing". Section 1-201.
ANNOTATIONS
Repeals and reenactments.
— Laws 2005, ch. 144, § 14, effective January 1, 2006, repealed former 55-1-206 NMSA 1978, relating to the statute of frauds, as enacted by Laws 1961, ch. 96, § 1-206, as amended, and enact a new 55-1-206 NMSA 1978, relating to presumptions.
Cross references.
— For presumptions in civil cases,
see
11-301 NMRA of the Rules of Evidence.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— 15A Am. Jur. 2d Commercial Code §§ 37, 114; 72 Am. Jur. 2d Statute of Frauds § 130.
37 C.J.S. Frauds, Statute of § 138.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION › Section 55-1-207 - Repealed.

History:
1953 Comp., § 50A-1-207, enacted by Laws 1961, ch. 96, § 1-207; 1992, ch. 114, § 4; repealed by Laws 2005, ch. 144, § 113.
ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113, repealed 55-1-207 NMSA 1978, as enacted by Laws 1961, ch. 96, § 1-207, relating to performance or acceptance under reservation of rights, effective January 1, 2006. For current law,
see
55-1-308 NMSA 1978.
2023 New Mexico Statutes › Chapter 55 - Uniform Commercial Code › Article 1 - General Provisions › Part 2 - GENERAL DEFINITIONS AND PRINCIPLES OF INTERPRETATION › Section 55-1-208 - Repealed.

History:
1953 Comp., § 50A-1-208, enacted by Laws 1961, ch. 96, § 1-208; repealed by Laws 2005, ch. 144, § 113.
ANNOTATIONS
Repeals.
— Laws 2005, ch. 144, § 113 repealed 55-1-208 NMSA 1978, as enacted by Laws 1961, ch. 96, § 1-208, relating to option to accelerate at will, effective January 1, 2006. For provisions of current law,
see
55-1-309 NMSA 1978.