Chapter 54, Chapter 54

general partner. A. A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections B and C of this section…

The only interest of a partner that is transferable is the partner's transferable interest. A transferable interest is personal property. History: Laws 2007, ch. 129, § 701.

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

A. On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the ju…

If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in Section 702 [54- 2A-702 NMSA 1978] of the Uniform Revised Limited Partnership Act and, for the purposes of settling the estate, m…

Except as otherwise provided in Section 802 [54-2A-802 NMSA 1978] of the Uniform Revised Limited Partnership Act, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: A. the happening of an event specified in t…

On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. History: Laws 2007, ch. 129, § 802.

A. A limited partnership continues after dissolution only for the purpose of winding up its activities. B. In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the …

general partner to bind partnership after dissolution. A. A limited partnership is bound by a general partner's act after dissolution that: (1) is appropriate for winding up the limited partnership's activities; or (2) would have bound the limited partnership pursuant to Section …

dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner. A. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation pursuant to Subsection A of Section 804 [54-2A…

A. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in Subsection B of this section. B. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall: (1) specify the …

A. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. B. The notice shall: (1) be published at least once in a newspaper of general circulation in t…

general partner when claim against limited partnership barred. If a claim against a dissolved limited partnership is barred pursuant to Section 806 [54-2A-806 NMSA 1978] or 807 [54-2A-807 NMSA 1978] of the Uniform Revised Limited Partnership Act, any corresponding claim pursuant …

A. In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners th…

A. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations between the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners fo…

A. Before transacting business in New Mexico, a foreign limited partnership must have a certificate of authority to transact business in New Mexico. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an applicat…

A. Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act include: (1) maintaining, defending and settling an action or proceeding, …

Unless the secretary of state determines that an application for a certificate of authority or a revised application for a certificate of authority does not comply with the filing requirements of the Uniform Revised Limited Partnership Act, the secretary of state, upon payment of…

A. A foreign limited partnership whose name does not comply with Section 108 of the Uniform Revised Limited Partnership Act shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with Sec…

authority. A. A foreign limited partnership shall deliver to the secretary of state for filing: (1) a revised application for a certificate of authority to reflect any change in the information contained in an application for certificate of authority; or (2) a statement of correc…

have certificate. A. In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership shall deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective pursua…

The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act. History: Laws 2007, ch. 129, § 908.