reglab/statecodes huggingface dataset:
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2 - Uniform Limited Partnerships (Repealed.) › Section 54-2-62 - Repealed.

History:
Laws 1978 Comp., § 54-2-62, enacted by Laws 1988, ch. 90, § 62; repealed by Laws 2007, ch. 129, § 1206.
ANNOTATIONS
Repeals.
— Laws 2007, ch. 129, § 1206 repealed 54-2-62 NMSA 1978, as enacted by Laws 1988, ch. 90, § 62, relating to cases not provided for in the Uniform Limited Partnership Act. effective January 1, 2009. For provisions of former section,
see
the 2009 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2 - Uniform Limited Partnerships (Repealed.) › Section 54-2-63 - Repealed.

History:
Laws 1978 Comp., § 54-2-63, enacted by Laws 1988, ch. 90, § 63; repealed by Laws 2007, ch. 129, § 1206.
ANNOTATIONS
Repeals.
— Laws 2007, ch. 129, § 1206 repealed 54-2-63 NMSA 1978, as enacted by Laws 1988, ch. 90, § 63, relating to provisions for existing limited partnership, effective January 1, 2009. For provisions of former section,
see
the 2009 NMSA 1978 on
NMOneSource.com
.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-101 - Short title.

Chapter 54, Article 2A NMSA 1978 may be cited as the "Uniform Revised Limited Partnership Act".
History:
Laws 2007, ch. 129, § 101; 2009, ch. 181, § 1.
ANNOTATIONS
Compiler's note.
— The Uniform Revised Limited Partnership Act repeals the Uniform Limited Partnership Act, § 54-2-1 NMSA 1978, effective January 1, 2009. For the prior Uniform Limited Partnership Act,
see
the 2006 NMSA 1978 on
NMOneSource.com
.
The 2009 amendment,
effective July 1, 2009, changed "This act" to "Chapter 54, Article 2A NMSA 1978".
Object of limited partnership.
— A limited partnership is strictly a creature of statute, its object being to enable persons not desiring to engage in a particular business to invest capital in it and to share in the profits which might be expected to result from its use, without becoming liable as general partners for all partnership debts.
Hoefer v. Hall
, 1965-NMSC-148, 75 N.M. 751, 411 P.2d 230.
Partnership upon execution of agreement.
— Where a written agreement is clear and unambiguous that the parties agreed to form a limited partnership pursuant to statute and to execute a certificate setting forth its duration and specifically providing that a partnership was to begin upon the execution of the certificate, a limited partnership as between the parties came into existence upon their execution of the certificate of limited partnership.
Hoefer v. Hall
, 1965-NMSC-148, 75 N.M. 751, 411 P.2d 230.
Law reviews.
— For article, "The Use (or Abuse) of the Limited Partnership in Financing Real Estate Ventures in New Mexico," see 3 N.M. L. Rev. 251 (1973).
Am. Jur. 2d, A.L.R. and C.J.S. references
. — 59A Am. Jur. 2d Partnership §§ 1237, 1238.
Liability of special partner who has withdrawn his capital, to creditors of the firm, 67 A.L.R. 1096.
Constitutionality. 18 A.L.R.2d 1360.
Construction and effect of statute as to doing business under an assumed or fictitious name or designation not showing the names of the persons interested, 42 A.L.R.2d 516.
68 C.J.S. Partnership § 449.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-104 - Nature, purpose and duration of entity.

A. A limited partnership is an entity distinct from its partners.
B. A limited partnership may be organized pursuant to the Uniform Revised Limited Partnership Act for any lawful purpose.
C. A limited partnership has a perpetual duration.
History:
Laws 2007, ch. 129, § 104.
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 1 - General Provisions › Section 54-2A-105 - Powers.

A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
History:
Laws 2007, ch. 129, § 105.
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 1 - General Provisions › Section 54-2A-106 - Governing law.

The law of this state governs relations between the partners of a limited partnership and between the partners and the limited partnership, and the liability of partners as partners for an obligation of the limited partnership.
History:
Laws 2007, ch. 129, § 106.
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 1 - General Provisions › Section 54-2A-107 - Supplemental principles of law; rate of interest.

A. Unless displaced by particular provisions of the Uniform Revised Limited Partnership Act, the principles of law and equity supplement that act.
B. If an obligation to pay interest arises pursuant to the Uniform Revised Limited Partnership Act and the rate is not specified, the rate is that specified in Section 56-8-4 NMSA 1978 for judgments and decrees.
History:
Laws 2007, ch. 129, § 107.
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 1 - General Provisions › Section 54-2A-109 - Reservation of name.

A. The exclusive right to the use of a name that complies with Section 108 [54-2A-108 NMSA 1978] of the Uniform Revised Limited Partnership Act may be reserved by:
(1) a person intending to organize a limited partnership pursuant to that act and to adopt the name;
(2) a limited partnership or a foreign limited partnership authorized to transact business in this state intending to adopt the name;
(3) a foreign limited partnership intending to obtain a certificate of authority to transact business in this state and adopt the name;
(4) a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of authority to transact business in this state and adopt the name;
(5) a foreign limited partnership formed under the name; or
(6) a foreign limited partnership formed under a name that does not comply with Subsection B or C of Section 108 of the Uniform Revised Limited Partnership Act, but the name reserved pursuant to this paragraph may differ from the foreign limited partnership's name only to the extent necessary to comply with Subsections B and C of Section 108 of the Uniform Revised Limited Partnership Act.
B. A person may apply to reserve a name pursuant to Subsection A of this section by delivering to the secretary of state for filing an application that states the name to be reserved and the paragraph of Subsection A of this section that applies. If the secretary of state finds that the name is available for use by the applicant, the secretary of state shall file a statement of name reservation and thereby reserve the name for the exclusive use of the applicant for one hundred twenty days.
C. An applicant that has reserved a name pursuant to Subsection B of this section may reserve the same name for additional one hundred twenty-day periods. A person having a current reservation for a name may not apply for another one hundred twenty-day period for the same name until ninety days have elapsed in the current reservation.
D. A person that has reserved a name pursuant to this section may deliver to the secretary of state for filing a notice of transfer that states the reserved name, the name and street and mailing address of some other person to which the reservation is to be transferred and the paragraph of Subsection A of this section that applies to the other person. Subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, the transfer is effective when the secretary of state files the notice of transfer.
History:
Laws 2007, ch. 129, § 109.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-111 - Required information.

A limited partnership shall maintain at its designated office the following information:
A. a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
B. a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment or restatement has been signed;
C. a copy of any filed articles of conversion or merger;
D. a copy of the limited partnership's federal, state and local income tax returns and reports, if any, for the three most recent years;
E. a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
F. a copy of any financial statement of the limited partnership for the three most recent years;
G. a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to the Uniform Revised Limited Partnership Act or the partnership agreement; and
H. unless contained in a partnership agreement made in a record, a record stating:
(1) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(2) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(3) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(4) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
History:
Laws 2007, ch. 129, § 111.
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 1 - General Provisions › Section 54-2A-112 - Business transactions of partner with partnership.

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
History:
Laws 2007, ch. 129, § 112.
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 1 - General Provisions › Section 54-2A-113 - Dual capacity.

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by the Uniform Revised Limited Partnership Act and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions pursuant to that act and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions pursuant to that act and the partnership agreement for limited partners.
History:
Laws 2007, ch. 129, § 113.
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 1 - General Provisions › Section 54-2A-114 - Office and agent for service of process.

A. A limited partnership shall designate and continuously maintain in this state:
(1) an office, which need not be a place of its activity in this state; and
(2) an agent for service of process.
B. A foreign limited partnership shall designate and continuously maintain in this state an agent for service of process.
C. An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or other person authorized to do business in this state.
History:
Laws 2007, ch. 129, § 114.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-115 - Change of designated office or agent for service of process.

In order to change its designated office, agent for service of process or the address of its agent for service of process, a limited partnership or a foreign limited partnership shall deliver to the secretary of state for filing an amendment or restatement of its certificate of limited partnership.
History:
Laws 2007, ch. 129, § 115.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-116 - Resignation of agent for service of process.

A. In order to resign as an agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the secretary of state for filing a statement of resignation containing the name of the limited partnership or foreign limited partnership.
B. After receiving a statement of resignation, the secretary of state shall file it and mail a copy to the designated office of the limited partnership or foreign limited partnership and mail another copy to the principal office if the address of the office appears in the records of the secretary of state and is different from the address of the designated office.
C. An agency for service of process is terminated on the thirty-first day after the secretary of state files the statement of resignation.
History:
Laws 2007, ch. 129, § 116.
ANNOTATIONS
Cross references.
— For service of process in the district court,
see
1-004 NMRA and the committee comment following that rule.
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-117 - Service of process.

A. An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice or demand required or permitted by law to be served upon the limited partnership or foreign limited partnership.
B. If a limited partnership or foreign limited partnership does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's address, the secretary of state is an agent of the limited partnership or foreign limited partnership upon whom process, notice or demand may be served.
C. Service of any process, notice or demand on the secretary of state may be made by delivering to and leaving with the secretary of state duplicate copies of the process, notice or demand and the fee required by Section 210 [54-2A-210 NMSA 1978] of the Uniform Revised Limited Partnership Act. If a process, notice or demand is served on the secretary of state, the secretary of state shall forward one of the copies by registered or certified mail, return receipt requested, to the limited partnership or foreign limited partnership at its designated office.
D. Service is effected pursuant to Subsection C of this section at the earliest of:
(1) the date the limited partnership or foreign limited partnership receives the process, notice or demand;
(2) the date shown on the return receipt, if signed on behalf of the limited partnership or foreign limited partnership; or
(3) ten days after the process, notice or demand is deposited in the mail, if mailed postpaid and correctly addressed.
E. The secretary of state shall keep a record of each process, notice and demand served pursuant to this section and record the time of, and the action taken regarding, the service. These records may be destroyed after five years.
F. This section does not affect the right to serve process, notice or demand in any other manner provided by law.
History:
Laws 2007, ch. 129, § 117.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-118 - Consent and proxies of partners.

Action requiring the consent of partners pursuant to the Uniform Revised Limited Partnership Act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney in fact.
History:
Laws 2007, ch. 129, § 118.
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 1 - General Provisions › Section 54-2A-119 - Limited partnership subject to amendment or repeal of the Uniform Revised Limited Partnership Act.

A limited partnership governed by the Uniform Revised Limited Partnership Act is subject to any amendment to or repeal of that act.
History:
Laws 2007, ch. 129, § 119.
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 2 - Formation; Certificate Of › Section 54-2A-201 - Formation of limited partnership; certificate of limited partnership.

A. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state:
(1) the name of the limited partnership, which must comply with Subsections A, B, C, D, E and F of Section 108 [54-2A-108 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(2) the street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process;
(3) the name and street and mailing address of each general partner;
(4) that the limited partnership is a limited liability limited partnership; and
(5) any additional information required by Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act.
B. A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in Subsection B of Section 110 [54-2A-110 NMSA 1978] of the Uniform Revised Limited Partnership Act in a manner inconsistent with that section.
C. If there has been substantial compliance with Subsection A of this section, subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, a limited partnership is formed when the secretary of state files the certificate of limited partnership. The filing of a limited partnership certificate establishes that all conditions precedent to the formation of the limited partnership have been satisfied and that the limited partnership has been duly organized under the Uniform Revised Limited Partnership Act.
D. Subject to Subsection B of this section, if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed statement of dissociation, termination or filed articles of conversion or merger:
(1) the partnership agreement prevails as to partners and transferees; and
(2) the filed certificate of limited partnership, statement of dissociation, termination or filed articles of conversion or merger prevail as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment.
History:
Laws 2007, ch. 129, § 201.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-202 - Amendment or restatement of certificate.

A. In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act, articles of merger stating:
(1) the name of the limited partnership;
(2) the date of filing of its initial certificate;
(3) any identification number assigned by the secretary of state to the limited partnership or the initial certificate, or both; and
(4) the changes the amendment makes to the certificate as most recently amended or restated.
B. A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect:
(1) any change in the information stated in its certificate of limited partnership;
(2) a change of name of the limited partnership, if its name does not comply with Section 108 [54-2A-108 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(3) any other additional or different information required to be stated in its limited partnership certificate by Section 201 of the Uniform Revised Limited Partnership Act that is not stated in the certificate; or
(4) the appointment of a person to wind up the limited partnership's activities pursuant to Subsection C or D of Section 803 [54-2A-803 NMSA 1978] of the Uniform Revised Limited Partnership Act.
C. A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly:
(1) cause the certificate to be amended; or
(2) if appropriate, deliver to the secretary of state for filing a statement of correction pursuant to Section 207 [54-2A-207 NMSA 1978] of the Uniform Revised Limited Partnership Act.
D. A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership.
E. A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment.
F. Subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, an amendment or restated certificate is effective when filed by the secretary of state.
History:
Laws 2007, ch. 129, § 202.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-203 - Statement of termination.

A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states:
A. the name of the limited partnership;
B. the date of filing of its initial certificate of limited partnership; and
C. any other information as determined by the general partners filing the statement or by a person appointed pursuant to Subsection C or D of Section 803 [54-2A-803 NMSA 1978] of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 203.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-205 - Signing and filing pursuant to judicial order.

A. If a person required by the Uniform Revised Limited Partnership Act to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order:
(1) the person to sign the record;
(2) delivery of the record to the secretary of state for filing; or
(3) the secretary of state to file the record unsigned.
B. If the person aggrieved pursuant to Subsection A of this section is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved pursuant to Subsection A of this section may seek the remedies provided in Subsection A of this section in the same action in combination or in the alternative.
C. A record filed unsigned pursuant to this section is effective without being signed.
History:
Laws 2007, ch. 129, § 205.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-207 - Correcting filed record.

A. A limited partnership or foreign limited partnership shall deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secretary of state, if at the time of filing the record contained false or erroneous information or was defectively signed. The statement of correction shall be delivered to the secretary of state for filing promptly after the limited partnership or foreign limited partnership has notice that the information in the filed record was false or erroneous at the time it was filed or that the filed record was defectively signed.
B. A statement of correction may not state a delayed effective date and must:
(1) describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(2) state any identification number assigned by the secretary of state to the limited partnership, to the record to be corrected, or both;
(3) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and
(4) correct the incorrect information or defective signature.
C. When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(1) for the purposes of Subsections C and D of Section 103 [54-2A-103 NMSA 1978] of the Uniform Revised Limited Partnership Act; and
(2) as to persons relying on the uncorrected record and adversely affected by the correction.
History:
Laws 2007, ch. 129, § 207.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-208 - Liability for false information in filed record.

A. If a record delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from:
(1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and
(2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment pursuant to Section 202 [54-2A-202 NMSA 1978] of the Uniform Revised Limited Partnership Act, file a petition pursuant to Section 205 of that act or deliver to the secretary of state for filing a statement of correction pursuant to Section 207 [54-2A-207 NMSA 1978] of that act or a revised application for a certificate of authority to transact business in this state pursuant to Section 906 [54-2A-906 NMSA 1978] of that act.
B. Signing a record authorized or required to be filed pursuant to the Uniform Revised Limited Partnership Act constitutes an affirmation under the penalties of perjury that the facts stated in the record are true.
History:
Laws 2007, ch. 129, § 208.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-209 - Certificate of existence or authorization.

A. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnership and has not filed a statement of termination. A certificate of existence shall state:
(1) the limited partnership's name;
(2) that it was duly formed pursuant to the laws of this state and the date of formation;
(3) any identification number assigned by the secretary of state to the limited partnership;
(4) whether all fees and penalties due to the secretary of state pursuant to the Uniform Revised Limited Partnership Act or other law have been paid;
(5) whether the secretary of state has administratively dissolved the limited partnership;
(6) whether the limited partnership's certificate of limited partnership has been amended to state that the limited partnership is dissolved;
(7) that a statement of termination has not been filed by the secretary of state; and
(8) other facts of record in the office of the secretary of state, which may be requested by the applicant.
B. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of authorization for a foreign limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of authorization, has not revoked the certificate of authorization and has not filed a notice of cancellation. A certificate of authorization shall state:
(1) the foreign limited partnership's name and any alternate name adopted pursuant to Subsection A of Section 905 [54-2A-905 NMSA 1978] of the Uniform Revised Limited Partnership Act for use in this state;
(2) any identification number assigned by the secretary of state to the foreign limited partnership;
(3) that it is authorized to transact business in this state;
(4) whether all fees and penalties due to the secretary of state pursuant to the Uniform Revised Limited Partnership Act or other law have been paid;
(5) that the secretary of state has not revoked its certificate of authorization and has not filed a notice of cancellation; and
(6) other facts of record in the office of the secretary of state, which may be requested by the applicant.
C. Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state.
History:
Laws 2007, ch. 129, § 209.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-210 - Secretary of state fees.

A. The secretary of state shall charge and collect a fee as follows:
(1) filing an initial, amended and restated, or restated certificate of limited partnership, a fee of one hundred dollars ($100);
(2) filing an application for a certificate of authority by a foreign limited partnership, articles of conversion or articles of merger, a fee of one hundred dollars ($100);
(3) filing any other record, a fee of fifty dollars ($50.00);
(4) furnishing copies of records, a fee of one dollar ($1.00) per page, but in no case less than ten dollars ($10.00), and a fee of twenty-five dollars ($25.00) for certifying the copies, if certified copies are furnished;
(5) issuing any other certificate, a fee of fifty dollars ($50.00); and
(6) service of process or of a notice or demand on the secretary of state, a fee of fifty dollars ($50.00).
B. The secretary of state may adopt a schedule of fees for providing the following services:
(1) an expedited service;
(2) upon the adoption of rules authorizing their use, the handling of credit or debit cards or other means of payment for which sufficient funds are not on deposit; and
(3) other services for which no fee is established by law.
History:
Laws 2007, ch. 129, § 210.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 3 - Limited Partners › Section 54-2A-301 - Becoming limited partner.

A person becomes a limited partner:
A. as provided in the partnership agreement;
B. as the result of a conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act; or
C. with the consent of all the partners.
History:
Laws 2007, ch. 129, § 301.
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 3 - Limited Partners › Section 54-2A-302 - No right or power as limited partner to bind limited partnership.

A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
History:
Laws 2007, ch. 129, § 302.
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 3 - Limited Partners › Section 54-2A-303 - No liability as limited partner for limited partnership obligations.

An obligation of a limited partnership, whether arising in contract, tort or otherwise is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership.
History:
Laws 2007, ch. 129, § 303.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
Receipt of IRS notice constituted actual injury to limited partner.
— Where plaintiff invested in a limited partnership based on accountant's advice, her cause of action for accountant malpractice based on the investment accrued when she received notice of Final Partnership Administrative Adjustment (FPAA) from the Internal Revenue Service; the FPAA is the functional equivalent of an individual IRS tax deficiency notice and constitutes actual injury to a partner in a limited partnership.
Wiste v. Neff & Co.
, 1998-NMCA-165, 126 N.M. 232, 967 P.2d 1172, cert. denied, 126 N.M. 534, 972 P.2d 353.
Am. Jur. 2d, A.L.R. and C.J.S. references.
— Liability of limited partner arising from taking part in control of business under Uniform Limited Partnership Act, 79 A.L.R.4th 427.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 3 - Limited Partners › Section 54-2A-305 - Limited duties of limited partners.

A. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner.
B. A limited 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.
C. A limited 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 limited partner's conduct furthers the limited partner's own interest.
History:
Laws 2007, ch. 129, § 305.
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 3 - Limited Partners › Section 54-2A-306 - Person erroneously believing self to be limited partner.

A. Except as otherwise provided in Subsection B of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person:
(1) causes an appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the secretary of state for filing; or
(2) withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of withdrawal pursuant to this section.
B. A person that makes an investment described in Subsection A of this section is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner.
C. If a person makes a diligent effort in good faith to comply with Paragraph (1) of Subsection A of this section and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to Paragraph (2) of Subsection A of this section even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.
History:
Laws 2007, ch. 129, § 306.
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-401 - Becoming general partner.

A person becomes a general partner:
A. as provided in the partnership agreement;
B. pursuant to Paragraph (2) of Subsection C of Section 801 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act following the dissociation of a limited partnership's last general partner;
C. as the result of a conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act; or
D. with the consent of all the partners.
History:
Laws 2007, ch. 129, § 401.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
Indemnification of general partner by limited partners.
— Indemnifying a general partner for partnership debts by essentially forcing limited partners to pay for them violates the general public policy of limited partnership law.
Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co.
, 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11.
An indemnification clause in the partnership agreement which would have the general partners paid off by the limited partners clearly contravenes the order of priority in the distribution of assets of a dissolved limited partnership as set out by the legislature.
Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co.
, 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11.
Dissolution of limited partnership.
— The law of New Mexico mandates that in a dissolution of a limited partnership, the limited partners are to be paid off before the general partners.
Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co.
, 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11.
2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 4 - General Partners › Section 54-2A-402 - General partner agent of limited partnership.

A. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification or had notice pursuant to Subsection D of Section 103 [54-2A-103 NMSA 1978] of the Uniform Revised Limited Partnership Act that the general partner lacked authority.
B. An act of a general partner that is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners.
History:
Laws 2007, ch. 129, § 402.
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-403 - Limited partnership liable for general partner's actionable conduct.

A. A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership.
B. If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss.
History:
Laws 2007, ch. 129, § 403.
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-404 - General partner's liability.

A. Except as otherwise provided in Subsections B and C of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
B. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
C. An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership pursuant to Paragraph (2) of Subsection B of Section 406 [54-2A-406 NMSA 1978] of the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 404.
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-405 - Actions by and against partnership and partners.

A. To the extent not inconsistent with Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act, a general partner may be joined in an action against the limited partnership or named in a separate action.
B. A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership shall not be satisfied from a general partner's assets unless there is also a judgment against the general partner.
C. A judgment creditor of a general partner shall not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim pursuant to Section 404 of the Uniform Revised Limited Partnership Act and:
(1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the limited partnership is a debtor in bankruptcy;
(3) the general partner has agreed that the creditor need not exhaust limited partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership.
History:
Laws 2007, ch. 129, § 405.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.