Chapter 54 — Chapter 54

liability partnerships. A. A registered limited liability partnership shall carry at least five hundred thousand dollars ($500,000) per occurrence and one million dollars ($1,000,000) in the aggregate per year of liability insurance, beyond the amount of any applicable deductible…

ANNOTATIONS Repeals. — Laws 1997, ch. 76, § 23 repealed 54-1-48 NMSA 1978, as enacted by Laws 1995, ch. 185, § 13, relating to registered limited liability partnership partner's liability, effective July 1, 1997. For provisions of former section, see the 1996 NMSA 1978 on NMOneSo…

(a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except, in the case of a p…

The name of a limited liability partnership must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP" or "LLP". History: 1978 Comp., § 54-1A-1002, enacted by Laws 1997, ch. 76, § 15.

(a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the office of the secretary of state which contains: (1) the name of the limited liability partnership and the state or o…

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) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question. (c) …

provisions. (a) Except as otherwise provided in Subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, the Uniform Par…

(a) Unless displaced by particular provisions of the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978], the principles of law and equity supplement that act. (b) If an obligation to pay interest arises under the Uniform Partnership Act (1994) and the rate is not …

(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in the Uniform Partnership Act (1994) [54-…

(a) Except as otherwise provided in Subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs the relations among the partners and the partnership. (b) The law of this state governs relations among the partners and b…

Uniform Partnership Act (1994). A partnership governed by the Uniform Partnership Act (1994) [54-1A-101 to 54-1A- 1206 NMSA 1978] is subject to any amendment to or repeal of that act. History: Laws 1996, ch. 53, § 107.

(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be den…

(a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other juri…

(a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a state…

(a) Activities of a foreign limited liability partnership, which do not constitute transacting business for the purpose of the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978], include: (1) maintaining, defending or settling an action or proceeding whether judic…

The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of the Uniform Limited Partnership Act [repealed]. History: Laws 1997, ch. 76, § 21.

The Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of that act among states enacting it. History: Laws 1996, ch. 53, § 1001; 1978 Comp., 54-1A-…

This act [54-1A-101 to 54-1A-1206 NMSA 1978] may be cited as the "Uniform Partnership Act (1994)". History: Laws 1996, ch. 53, § 1002; 1978 Comp., 54-1A-1002, recompiled as 1978 Comp., § 54-1A-1202 by Laws 1997, ch. 76, § 12.

The Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] does not affect an action or proceeding commenced or right accrued before that act takes effect. History: Laws 1996, ch. 53, § 1003; 1978 Comp., 54-1A-1003, recompiled as 1978 Comp., § 54-1A-1203 by Laws 1997,…

If any provision of the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of that act which can be given effect without the invalid p…

(a) The Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] governs only a partnership formed under the laws of this state: (1) after the effective date of that act, unless that partnership is continuing the business of a dissolved partnership under Section 54-1-41…

The filing fee for any statement, annual report or other document filed with the secretary of state under the Uniform Partnership Act (1994) [54-1A-101 to 54-1A-1206 NMSA 1978] is fifty dollars ($50.00). History: Laws 1997, ch. 76, § 22. ARTICLE 2 Uniform Limited Partnerships (Re…

(a) A partnership is an entity distinct from its partners. (b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under Section 54-1A-1001 NMSA 1978. History: Laws 1996, ch. 53, § 201; 1997, ch. 76, § 4.

(a) Except as otherwise provided in Subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. (b) An association formed under a statute other than the Uniform…

Property acquired by a partnership is property of the partnership and not of the partners individually. History: Laws 1996, ch. 53, § 203.

(a) Property is partnership property if acquired in the name of: (1) the partnership; or (2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indi…

Subject to the effect of a statement of partnership authority under Section 303 [54- 1A-303 NMSA 1978]: (1) each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for appa…

(a) Partnership property may be transferred as follows: (1) subject to the effect of a statement of partnership authority under Section 303 [54-1A-303 NMSA 1978], partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by …

(a) A partnership may file a statement of partnership authority which: (1) must include: (i) the name of the partnership; (ii) the street address of its chief executive office and of one office in this state, if there is one; (iii) the names and mailing addresses of all of the pa…

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to Section 303(b) [54-1A-303(b) NMSA 1978] may file a statement of denial stating the name of the partnership and the fact that is being denied,…

(a) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership. (b…

(a) Except as otherwise provided in Subsections (b) and (c) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) A person admitted as a partner into an existing partne…

(a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and, to the extent not inconsistent with Section 54-1A-306 NMSA 1978, any or all of the partners in the same action or in separate actions. (c) A judgment ag…

(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, rel…

(a) Each partner is deemed to have an account that is: (1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (2)…

A partner has no right to receive, and may not be required to accept, a distribution in kind. History: Laws 1996, ch. 53, § 402.

(a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and …

(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in Subsections (b) and (c). (b) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) to …

(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (b) A partner may maintain an action against the partnership or another partner for legal or e…

particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expi…

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. History: Laws 1996, ch. 53, § 501.

The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's right to receive distributions. The interest is personal property. History: Laws 1996, ch. 53, § 502.

(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and (3) does not, as against the other partners o…

(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to becom…

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) the partnership's having notice of the partner's express will to withdraw as a partner or on a later date specified by the partner; (2) an event agreed to in the partnership agreem…

(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to Section 601(1) [54-1A-601(1) NMSA 1978]. (b) A partner's dissociation is wrongful only if: (1) it is in breach of an express provision of the partnership agreement; or (2)…

(a) If a partner's dissociation results in a dissolution and winding up of the partnership business, Article 8 applies; otherwise, Article 7 applies. (b) Upon a partner's dissociation: (1) the partner's right to participate in the management and conduct of the partnership busines…

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under Section 801 [54-1A-801 NMSA 1978], the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout…

partnership. (a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under Article 9, is bound by an act of the dissociated partner which would have bound the p…