Chapter 54 — Chapter 54

A. An organization that has been converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act is for all purposes the same entity that existed before the conversion. B. When a conversion takes effect: (1) all property owned by the convert…

A. A limited partnership may merge with one or more other constituent organizations pursuant to this section and Sections 1107 [54-2A-1107 NMSA 1978] through 1109 [54-2A-1109 NMSA 1978] of the Uniform Revised Limited Partnership Act and a plan of merger, if: (1) the governing sta…

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

A. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituen…

A. When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that c…

A limited partnership shall maintain at its designated office the following information: A. a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners…

A. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: (1) the limi…

A. A conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act does not discharge any liability, pursuant to Sections 404 [54-2A-404 NMSA 1978] and 607 [54-2A-607 NMSA 1978] of that act, of a person that was a general partne…

general partners to bind organization after conversion or merger. A. An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the…

Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act does not preclude an entity from being converted or merged pursuant to other law. History: Laws 2007, ch. 129, § 1113.

A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. History: Laws 2007, ch. 129, § 112.

A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties and obligations provided by the Uniform Revised Limited Partnership Act and the partnership agreement in each of those capacities. When…

A. A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process. B. A foreign limited partnership shall designate and continuously maintain in this st…

process. In order to change its designated office, agent for service of process or the address of its agent for service of process, a limited partnership or a foreign limited partnership shall deliver to the secretary of state for filing an amendment or restatement of its certifi…

A. In order to resign as an agent for service of process of a limited partnership or foreign limited partnership, the agent must deliver to the secretary of state for filing a statement of resignation containing the name of the limited partnership or foreign limited partnership. …

A. An agent for service of process appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for service of any process, notice or demand required or permitted by law to be served upon the limited partn…

Action requiring the consent of partners pursuant to the Uniform Revised Limited Partnership Act may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's a…

the Uniform Revised Limited Partnership Act. A limited partnership governed by the Uniform Revised Limited Partnership Act is subject to any amendment to or repeal of that act. History: Laws 2007, ch. 129, § 119.

In applying and construing the Uniform Revised Limited Partnership Act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. History: Laws 2007, ch. 129, § 1201.

If any provision of the Uniform Revised Limited Partnership Act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of that act that can be given effect without the invalid provision or application, and…

National Commerce Act. The Uniform Revised Limited Partnership Act modifies, limits or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but the Uniform Revised Limited Partnership Act does not modify, limit or super…

relationships. A. The Uniform Revised Limited Partnership Act governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise provided in Subsections B and C of this section, a limited partnership formed before January 1, 2008 that elects, …

The Uniform Revised Limited Partnership Act does not affect an action commenced, proceeding brought or right accrued before January 1, 2008. History: Laws 2007, ch. 129, § 1205.

Until January 1, 2010, the provisions of Sections 54-1A-105, 54-1A-303, 54-1A-304, 54-1A-704, 54-1A-805, 54-1A-901 through 54-1A-908, 54-2-3 through 54-2-5, 54-2-9 through 54-2-14, 54-2-49 through 54-2-56 and 54-2-62 NMSA 1978 as they existed on December 31, 2008, apply to: A. a …

partnership. A. In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state: (1) the name of the limited partnership, which must comply with Subsections A, B, C, D, E and …

A. In order to amend its certificate of limited partnership, a limited partnership shall deliver to the secretary of state for filing an amendment or, pursuant to Article 11 [54- 2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act, articles of merger stating: (1) th…

A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: A. the name of the limited partnership; B. the date of filing of its initial certificate of limited partnership; and C. any other…

A. Each record delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act shall be signed in the following manner: (1) an initial certificate of limited partnership shall be signed by all general partners listed in the certificate; (2) …

A. If a person required by the Uniform Revised Limited Partnership Act to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order: (1) the person to sign the record; (2) del…

effective time and date. A. Duplicate originals of a record authorized or required to be delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act must: (1) be captioned to describe the record's purpose; (2) be in a medium permitted by…

A. A limited partnership or foreign limited partnership shall deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the limited partnership or foreign limited partnership to the secretary of state and filed by the secre…

A. If a record delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (…

A. The secretary of state, upon request and payment of the requisite fee, shall furnish a certificate of existence for a limited partnership if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of limited partnershi…

A. The secretary of state shall charge and collect a fee as follows: (1) filing an initial, amended and restated, or restated certificate of limited partnership, a fee of one hundred dollars ($100); (2) filing an application for a certificate of authority by a foreign limited par…

A person becomes a limited partner: A. as provided in the partnership agreement; B. as the result of a conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act; or C. with the consent of all the partners. History: Laws 2007…

partnership. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. History: Laws 2007, ch. 129, § 302.

obligations. An obligation of a limited partnership, whether arising in contract, tort or otherwise is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limite…

information. A. On ten days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's designated office. The limited partner need not have any particular pu…

A. A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. B. A limited partner shall discharge the duties to the partnership and the other partners pursuant to the Uniform Revised Limited …

A. Except as otherwise provided in Subsection B of this section, a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by …

A person becomes a general partner: A. as provided in the partnership agreement; B. pursuant to Paragraph (2) of Subsection C of Section 801 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act following the dissociation of a limited partnership's last general par…

A. Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or a…

actionable conduct. A. A limited 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 general partner acting in the ordinary course of activities of the limited partner…

A. Except as otherwise provided in Subsections B and C of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. B. A person that becomes a general partner of a…

A. To the extent not inconsistent with Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act, a general partner may be joined in an action against the limited partnership or named in a separate action. B. A judgment against a limited partnership is not …

A. Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in the Uniform Revised Limited Partnership Act, any matter relating to the activities of the limited partnership may be exclusively decided…

information. A. A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designated office, required information; and (2) at a reasonable location specified by the li…

A. The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care pursuant to Subsections B and C of this section. B. A general partner's duty of loyalty to the limited partnership and the other partners i…

A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property and contracts for services to be performed. History: Laws…

A. A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability or other inability to perform personally. B. If a partner does not make a promised nonmonetary …