2023 New Mexico Statutes › Chapter 54 - Partnerships › Article 1A - Uniform Partnerships › Article 1 - General Provisions. › Section 54-1A-101 - Definitions.

As used in the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978]:
(1) "business" includes every trade, occupation and profession;
(2) "debtor in bankruptcy" means a person who is the subject of:
(i) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(ii) a comparable order under federal, state or foreign law governing insolvency;
(3) "distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee;
(4) "foreign limited liability partnership" means a partnership that is formed under laws other than the laws of this state and has the status of a limited liability partnership under those laws;
(5) "limited liability partnership" means a partnership that has filed a statement of qualification under Section 54-1A-1001 NMSA 1978 and does not have a similar statement in effect in any other jurisdiction;
(6) "partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under Section 54-1A-202 NMSA 1978, predecessor law, or comparable law of another jurisdiction, and includes a registered limited liability partnership;
(7) "partnership agreement" means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement;
(8) "partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking;
(9) "partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's transferable interest and all management and other rights;
(10) "person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity;
(11) "property" means all property, real, personal or mixed, tangible or intangible, or any interest therein;
(12) "state" means a state of the United States, the District of Columbia, the commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States;
(13) "statement" means a statement of partnership authority under Section 54-1A-303 NMSA 1978, a statement of denial under Section 54-1A-304 NMSA 1978, a statement of dissociation under Section 54-1A-704 NMSA 1978, a statement of dissolution under Section 54-1A-805 NMSA 1978, a statement of merger under Section 54-1A-907 NMSA 1978, a statement of qualification under Section 54-1A-1001 NMSA 1978, a statement of foreign qualification under Section 54-1A-1102 NMSA 1978 or an amendment or cancellation of any of the foregoing; and
(14) "transfer" includes an assignment, conveyance, lease, mortgage, deed and encumbrance.
History:
Laws 1996, ch. 53, § 101; 1997, ch. 76, § 1.
ANNOTATIONS
The 1997 amendment,
effective July 1, 1997, rewrote Paragraph (4); added Paragraph (5); redesignated former Paragraphs (5) to (10) as Paragraphs (6) to (11); in Paragraph (6), substituted "Section 54-1A-202 NMSA 1978" for "Section 202"; deleted former Paragraph (11), relating to "registered limited liability partnerships"; and rewrote Paragraph (13).
Partnership as entity.
— The Uniform Partnership Act has adopted the theory that a partnership is not a legal entity separate and distinct from its membership except for such purposes as keeping partnership accounts, marshalling assets and conveyancing. 1958 Op. Att'y Gen. No. 58-199.
Law reviews.
— For note, "Employment Discrimination - Partnership Employment Decisions and a Forecast of Impact: Hishon v. King & Spalding," see 16 N.M.L. Rev. 101 (1986).
Am. Jur. 2d, A.L.R. and C.J.S. references. —
59A Am. Jur. 2d Partnership § 1 et seq.
Construction and application of expulsion provision in medical partnership agreement, 87 A.L.R.3d 328.
Partnership or joint venture exclusion in contractor's or other similar comprehensive general liability insurance policy, 57 A.L.R.4th 1155.
Determination of citizenship of partnership, for purposes of diversity jurisdiction under 28 USCS § 1332(a), 83 A.L.R. Fed. 136.
68 C.J.S. Partnership § 1 et seq.