2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 2 - Formation; Certificate Of › Section 54-2A-204 - Signing of records.

A. Each record delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act shall be signed in the following manner:
(1) an initial certificate of limited partnership shall be signed by all general partners listed in the certificate;
(2) an amendment designating as general partner a person admitted 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 shall be signed by that person;
(3) an amendment required by Subsection C of Section 803 [54-2A-803 NMSA 1978] of the Uniform Revised Limited Partnership Act following the appointment of a person to wind up the dissolved limited partnership's activities shall be signed by that person;
(4) any other amendment shall be signed by:
(a) at least one general partner listed in the certificate;
(b) each other person designated in the amendment as a new general partner; and
(c) each person that the amendment indicates has dissociated as a general partner, unless: 1) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or 2) the person has previously delivered to the secretary of state for filing a statement of dissociation;
(5) a restated certificate of limited partnership shall be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change pursuant to any other paragraph of this subsection, the certificate shall be signed in a manner that satisfies that paragraph;
(6) a statement of termination shall be signed by all general partners listed in the certificate or, if the certificate of a dissolved limited partnership lists no general partners, by the person appointed pursuant to Subsection C or D of Section 803 of the Uniform Revised Limited Partnership Act to wind up the dissolved limited partnership's activities;
(7) articles of conversion shall be signed by each general partner listed in the certificate of limited partnership;
(8) articles of merger shall be signed as provided in Subsection A of Section 1108 [54-2A-1108 NMSA 1978] of the Uniform Revised Limited Partnership Act;
(9) any other record delivered on behalf of a limited partnership to the secretary of state for filing shall be signed by at least one general partner listed in the certificate;
(10) a statement by a person pursuant to Paragraph (4) of Subsection A of Section 605 [54-2A-605 NMSA 1978] of the Uniform Revised Limited Partnership Act stating that the person has dissociated as a general partner shall be signed by that person;
(11) a statement of withdrawal by a person pursuant to Section 306 [54-2A-306 NMSA 1978] of the Uniform Revised Limited Partnership Act shall be signed by that person;
(12) a record delivered on behalf of a foreign limited partnership to the secretary of state for filing shall be signed by at least one general partner of the foreign limited partnership; and
(13) any other record delivered on behalf of any person to the secretary of state for filing shall be signed by that person.
B. Any person may sign by an attorney in fact any record to be filed pursuant to the Uniform Revised Limited Partnership Act.
History:
Laws 2007, ch. 129, § 204.
ANNOTATIONS
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective July 1, 2009.