Chapter 54 — Chapter 54

A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when the limited partnership decides to make the distribution, of the contributions the limited partnership has received from each partner. Histo…

A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. History: Laws 2007, ch. 129, § 504.

A person does not have a right to receive a distribution on account of dissociation. History: Laws 2007, ch. 129, § 505.

A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to Subsection B of Section 809 [54-2A- 809 NMSA 1978] of the Uniform Revised Limited Partnership Act, a limited partnership may distribute an asse…

When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the limited partnership's obligatio…

A. A limited partnership may not make a distribution in violation of the partnership agreement. B. A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts as they become due in the ordinary course…

A. A general partner that consents to a distribution made in violation of Section 508 [54-2A-508 NMSA 1978] of the Uniform Revised Limited Partnership Act is personally liable to the limited partnership for the amount of the distribution that exceeds the amount that could have be…

A. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. B. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) the limited partnership's hav…

A. Upon a person's dissociation as a limited partner: (1) subject to Section 704 [54-2A-704 NMSA 1978] of the Uniform Revised Limited Partnership Act, the person does not have further rights as a limited partner; (2) the person's obligation of good faith and fair dealing as a lim…

A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: A. the limited partnership's having notice of the person's express will to withdraw as a general partner or on a later date specified by the person; B. an e…

wrongful dissociation. A. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Subsection A of Section 603 [54-2A-603 NMSA 1978] of the Uniform Revised Limited Partnership Act. B. A person's dissociation as a…

A. Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of the partnership's activities terminates; (2) the person's duty of loyalty as a general partner pursuant to Paragraph (3) of Subsection…

dissolution of partnership of person dissociated as general partner. A. After a person is dissociated as a general partner and before the limited partnership is dissolved, converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act or me…

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.