2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 2A - Uniform Revised Limited Partnership Act › Article 1 - General Provisions › Section 54-2A-102 - Definitions.

As used in the Uniform Revised Limited Partnership Act:
A. "certificate of limited partnership" means the certificate required by Section 201 [54-2A-201 NMSA 1978] of the Uniform Revised Limited Partnership Act. The term includes the certificate as amended or restated;
B. "contribution", except in the phrase "right of contribution", means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner;
C. "debtor in bankruptcy" means a person that is the subject of:
(1) an order for relief pursuant to Title 11 of the United States Code or a comparable order pursuant to a successor statute of general application; or
(2) a comparable order pursuant to federal, state or foreign law governing insolvency;
D. "designated office" means:
(1) with respect to a limited partnership, the office that the limited partnership is required to designate and maintain pursuant to Section 114 [54-2A-114 NMSA 1978] of the Uniform Revised Limited Partnership Act; and
(2) with respect to a foreign limited partnership, its principal office;
E. "distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee;
F. "foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership pursuant to a provision similar to Subsection C of Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act;
G. "foreign limited partnership" means a partnership formed pursuant to the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership;
H. "general partner" means:
(1) with respect to a limited partnership, a person that:
(a) becomes a general partner pursuant to Section 401 [54-2A-401 NMSA 1978] of the Uniform Revised Limited Partnership Act; or
(b) was a general partner in a limited partnership when the limited partnership became subject to the Uniform Revised Limited Partnership Act pursuant to Subsection A of Section 1206 of the Uniform Revised Limited Partnership Act; and
(2) with respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a general partner in a limited partnership;
I. "limited liability limited partnership", except in the phrase "foreign limited liability limited partnership", means a limited partnership;
J. "limited partner" means:
(1) with respect to a limited partnership, a person that:
(a) becomes a limited partner pursuant to Section 301 [54-2A-301 NMSA 1978] of the Uniform Revised Limited Partnership Act; or
(b) was a limited partner in a limited partnership when the limited partnership became subject to the Uniform Revised Limited Partnership Act pursuant to Subsection A of Section 1206 of the Uniform Revised Limited Partnership Act; and
(2) with respect to a foreign limited partnership, a person that has rights, powers and obligations similar to those of a limited partner in a limited partnership;
K. "limited partnership", except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership", means an entity, having one or more general partners and one or more limited partners that is formed pursuant to the Uniform Revised Limited Partnership Act by two or more persons or becomes subject to Article 11 or Subsection A of Section 1206 of the Uniform Revised Limited Partnership Act. The term includes a limited liability limited partnership;
L. "partner" means a limited partner or general partner;
M. "partnership agreement" means the partners' agreement, whether oral, implied or in a record or in any combination, concerning the limited partnership. The term includes the agreement as amended;
N. "person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, public corporation or any other legal or commercial entity;
O. "person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership;
P. "principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state;
Q. "record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
R. "required information" means the information that a limited partnership is required to maintain pursuant to Section 111 [54-2A-111 NMSA 1978] of the Uniform Revised Limited Partnership Act;
S. "sign" means:
(1) to execute or adopt a tangible symbol with the present intent to authenticate a record; or
(2) to attach or logically associate an electronic symbol, sound or process to or with a record with the present intent to authenticate the record;
T. "state" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States;
U. "transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift and transfer by operation of law;
V. "transferable interest" means a partner's right to receive distributions; and
W. "transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
History:
Laws 2007, ch. 129, § 102.
ANNOTATIONS
Cross references.
— For effect of partnership agreement,
see
54-2A-110 NMSA 1978.
Compiler's note.
— Section 1206 of the Uniform Revised Limited Partnership Act referred to in Subsection K of this section apparently refers to § 1206 of the Uniform Limited Partnership Act (2001) approved by the National Conference of Commissioners on Uniform State Laws and not the repeal section of this act. Section 1206 of the uniform law approved by the Commissioners on Uniform State Laws is Section 1204 of the Uniform Revised Limited Partnership Act and is compiled as 54-2A-1204 NMSA 1978.
Effective dates.
— Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.