Chapter 54, Chapter 54

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purpos…

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. History: Laws 1996, ch. 5…

partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under Section 601(2)…

(a) Subject to Subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding …

(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the district court, for good cause shown, may order judicial supervision …

Subject to Section 805 [54-1A-805 NMSA 1978], a partnership is bound by a partner's act after dissolution that: (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under Section 301 [54-1A-301 NMSA 1978] before dissolution, if the o…

(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a filed statement of partnersh…

(a) Except as otherwise provided in Subsection (b) of this section and Section 54- 1A-306 NMSA 1978, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under Section 54-1A-804 NMSA 1978. (b) A partner who, wit…

partners. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are credit…

As used in this article: (1) "general partner" means a partner in a partnership and a general partner in a limited partnership; (2) "limited partner" means a limited partner in a limited partnership; (3) "limited partnership" means a limited partnership created under the Uniform …

(a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership must be approved by all of the partners or by a number or percentage specified for conversion in the partne…

(a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of …

(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1) all property owned by the converting partnership or limited partnership remain…

(a) Pursuant to a plan of merger approved as provided in Subsection (c), a partnership may be merged with one or more partnerships or limited partnerships. (b) The plan of merger must set forth: (1) the name of each partnership or limited partnership that is a party to the merger…

(a) When a merger takes effect: (1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases; (2) all property owned by each of the merged partnerships or limited partnerships vests in the surviving …

(a) After a merger, the surviving partnership or limited partnership may file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) the name of each partnership or limited partnership t…

This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. History: Laws 1996, ch. 53, § 908. ARTICLE 10 Conversion to Limited Partnership.

History: 1978 Comp., § 54-2-20, created by Laws 1988, ch. 90, § 20; 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…

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…