Chapter 54 — Chapter 54

History: 1978 Comp., § 54-2-39, enacted by Laws 1988, ch. 90, § 39; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-4, enacted by Laws 1988, ch. 90, § 4; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-40, enacted by Laws 1988, ch. 90, § 40; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-41, enacted by Laws 1988, ch. 90, § 41; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-42, enacted by Laws 1988, ch. 90, § 42; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-43, enacted by Laws 1988, ch. 90, § 43; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-44, enacted by Laws 1988, ch. 90, § 44; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-45, enacted by Laws 1988, ch. 90, § 45; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-46, enacted by Laws 1988, ch. 90, § 46; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-47, enacted by Laws 1988, ch. 90, § 47; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-48, enacted by Laws 1988, ch. 90, § 48; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-1, enacted by Laws 1979, ch. 85, § 1; recompiled as 1978 Comp., § 54-2-49 by Laws 1988, ch. 90, § 49; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-5, enacted by Laws 1988, ch. 90, § 5; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-1.1, enacted by Laws 1979, ch. 85, § 2; recompiled as 1978 Comp., § 54-2-50 by Laws 1988, ch. 90, § 50; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-2, enacted by Laws 1979, ch. 85, § 3; recompiled as 1978 Comp., § 54-2-51 by Laws 1988, ch. 90, § 51; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-3, enacted by Laws 1979, ch. 85, § 4; recompiled as 1978 Comp., § 54-2-52 by Laws 1988, ch. 90, § 52; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-4, enacted by Laws 1979, ch. 85, § 5; recompiled as 1978 Comp., § 54-2-53 by Laws 1988, ch. 90, § 53; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-5, enacted by Laws 1979, ch. 85, § 6; recompiled as 1978 Comp., § 54-2-54 by Laws 1988, ch. 90, § 54; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-6, enacted by Laws 1979, ch. 85, § 7; recompiled as 1978 Comp., § 54-2-55 by Laws 1988, ch. 90, § 55; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-3-7, enacted by Laws 1979, ch. 85, § 8; recompiled as 1978 Comp., § 54-2-56 by Laws 1988, ch. 90, § 56; repealed by Laws 2007, ch. 129, § 1206.

History: Laws 1978 Comp., § 54-2-57, enacted by Laws 1988, ch. 90, § 57; repealed by Laws 2007, ch. 129, § 1206.

History: Laws 1978 Comp., § 54-2-58, enacted by Laws 1988, ch. 90, § 58; repealed by Laws 2007, ch. 129, § 1206.

History: Laws 1978 Comp., § 54-2-59, enacted by Laws 1988, ch. 90, § 59; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-6, enacted by Laws 1988, ch. 90, § 6; repealed by Laws 2007, ch. 129, § 1206.

History: Laws 1978 Comp., § 54-2-60, enacted by Laws 1988, ch. 90, § 60; repealed by Laws 2007, ch. 129, § 1206.

History: Laws 1978 Comp., § 54-2-61, enacted by Laws 1988, ch. 90, § 61; repealed by Laws 2007, ch. 129, § 1206.

History: Laws 1978 Comp., § 54-2-62, enacted by Laws 1988, ch. 90, § 62; repealed by Laws 2007, ch. 129, § 1206.

History: Laws 1978 Comp., § 54-2-63, enacted by Laws 1988, ch. 90, § 63; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-7, enacted by Laws 1988, ch. 90, § 7; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-8, enacted by Laws 1988, ch. 90, § 8; repealed by Laws 2007, ch. 129, § 1206.

History: 1978 Comp., § 54-2-9, enacted by Laws 1988, ch. 90, § 9; 1993, ch. 141, § 1; repealed by Laws 2007, ch. 129, § 1206.

A. Subject to Subsection B of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the i…

A partner may maintain a derivative action to enforce a right of a limited partnership if: A. the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not brin…

A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: A. that was a partner when the conduct giving rise to the action occurred; or B. whose status as a partner devolved upon the person by operation of law or pursuant to…

In a derivative action, the complaint must state with particularity: A. the date and content of plaintiff's demand and the general partners' response to the demand; or B. why demand should be excused as futile. History: Laws 2007, ch. 129, § 1004.

A. Except as otherwise provided in Subsection B of this section: (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and (2) if the derivative plaintiff re…

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.

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. "contri…

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; (3) has reason to know it exists from all of the facts known to the person at the time in question; or (4) ha…

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.

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 partn…

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.

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…

A. The name of a limited partnership may contain the name of any partner. Because each partnership that is formed pursuant to the Uniform Revised Limited Partnership Act or that elects to be governed by that act shall be a limited liability limited partnership, the name of such a…

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 …

provisions. A. Except as otherwise provided in Subsection B of this section, the partnership agreement governs relations between the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, the Uniform Revised Limi…

As used in Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act: A. "constituent limited partnership" means a constituent organization that is a limited partnership; B. "constituent organization" means an organization that is party to a merger; C. "con…

A. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and Sections 1103 [54-2A-1103 NMSA 1978] through 1105 [54-2A-1105 NMSA 1978] of the Uniform Revised Lim…

partnership. A. Subject to Section 1110 [54-2A-1110 NMSA 1978] of the Uniform Revised Limited Partnership Act, a plan of conversion must be consented to by all the partners of a converting limited partnership. B. Subject to Section 1110 of the Uniform Revised Limited Partnership …

A. After a plan of conversion is approved: (1) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion that shall include: (a) a statement that the limited partnership has been converted into another organization; (b) the name an…