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Article 1 - General Provisions
Section 54-2A-101 - Short title. - Chapter 54, Article 2A NMSA 1978 may be cited as...
Section 54-2A-102 - Definitions. - As used in the Uniform Revised Limited Partnership Act: A....
Section 54-2A-103 - Knowledge and notice. - A. A person knows a fact if the person has...
Section 54-2A-104 - Nature, purpose and duration of entity. - A. A limited partnership is an entity distinct from its...
Section 54-2A-105 - Powers. - A limited partnership has the powers to do all things...
Section 54-2A-106 - Governing law. - The law of this state governs relations between the partners...
Section 54-2A-107 - Supplemental principles of law; rate of interest. - A. Unless displaced by particular provisions of the Uniform Revised...
Section 54-2A-108 - Name. - A. The name of a limited partnership may contain the...
Section 54-2A-109 - Reservation of name. - A. The exclusive right to the use of a name...
Section 54-2A-110 - Effect of partnership agreement; nonwaivable provisions. - A. Except as otherwise provided in Subsection B of this...
Section 54-2A-111 - Required information. - A limited partnership shall maintain at its designated office the...
Section 54-2A-112 - Business transactions of partner with partnership. - A partner may lend money to and transact other business...
Section 54-2A-113 - Dual capacity. - A person may be both a general partner and a...
Section 54-2A-114 - Office and agent for service of process. - A. A limited partnership shall designate and continuously maintain in...
Section 54-2A-115 - Change of designated office or agent for service of process. - In order to change its designated office, agent for service...
Section 54-2A-116 - Resignation of agent for service of process. - A. In order to resign as an agent for service...
Section 54-2A-117 - Service of process. - A. An agent for service of process appointed by a...
Section 54-2A-118 - Consent and proxies of partners. - Action requiring the consent of partners pursuant to the Uniform...
Section 54-2A-119 - Limited partnership subject to amendment or repeal of the Uniform Revised Limited Partnership Act. - A limited partnership governed by the Uniform Revised Limited Partnership...
Article 2 - Formation; Certificate Of
Section 54-2A-201 - Formation of limited partnership; certificate of limited partnership. - A. In order for a limited partnership to be formed,...
Section 54-2A-202 - Amendment or restatement of certificate. - A. In order to amend its certificate of limited partnership,...
Section 54-2A-203 - Statement of termination. - A dissolved limited partnership that has completed winding up may...
Section 54-2A-204 - Signing of records. - A. Each record delivered to the secretary of state for...
Section 54-2A-205 - Signing and filing pursuant to judicial order. - A. If a person required by the Uniform Revised Limited...
Section 54-2A-206 - Delivery to and filing of records by secretary of state; effective time and date. - A. Duplicate originals of a record authorized or required to...
Section 54-2A-207 - Correcting filed record. - A. A limited partnership or foreign limited partnership shall deliver...
Section 54-2A-208 - Liability for false information in filed record. - A. If a record delivered to the secretary of state...
Section 54-2A-209 - Certificate of existence or authorization. - A. The secretary of state, upon request and payment of...
Section 54-2A-210 - Secretary of state fees. - A. The secretary of state shall charge and collect a...
Article 3 - Limited Partners
Section 54-2A-301 - Becoming limited partner. - A person becomes a limited partner: A. as provided in...
Section 54-2A-302 - No right or power as limited partner to bind limited partnership. - A limited partner does not have the right or the...
Section 54-2A-303 - No liability as limited partner for limited partnership obligations. - An obligation of a limited partnership, whether arising in contract,...
Section 54-2A-304 - Right of limited partner and former limited partner to information. - A. On ten days' demand, made in a record received...
Section 54-2A-305 - Limited duties of limited partners. - A. A limited partner does not have any fiduciary duty...
Section 54-2A-306 - Person erroneously believing self to be limited partner. - A. Except as otherwise provided in Subsection B of this...
Article 4 - General Partners
Section 54-2A-401 - Becoming general partner. - A person becomes a general partner: A. as provided in...
Section 54-2A-402 - General partner agent of limited partnership. - A. Each general partner is an agent of the limited...
Section 54-2A-403 - Limited partnership liable for general partner's actionable conduct. - A. A limited partnership is liable for loss or injury...
Section 54-2A-404 - General partner's liability. - A. Except as otherwise provided in Subsections B and C...
Section 54-2A-405 - Actions by and against partnership and partners. - A. To the extent not inconsistent with Section 404 [54-2A-404...
Section 54-2A-406 - Management rights of general partner. - A. Each general partner has equal rights in the management...
Section 54-2A-407 - Right of general partner and former general partner to information. - A. A general partner, without having any particular purpose for...
Section 54-2A-408 - General standards of general partner's conduct. - A. The only fiduciary duties that a general partner has...
Article 5 - Contributions and Distributions
Section 54-2A-501 - Form of contribution. - A contribution of a partner may consist of tangible or...
Section 54-2A-502 - Liability for contribution. - A. A partner's obligation to contribute money or other property...
Section 54-2A-503 - Sharing of distributions. - A distribution by a limited partnership must be shared among...
Section 54-2A-504 - Interim distributions. - A partner does not have a right to any distribution...
Section 54-2A-505 - No distribution on account of dissociation. - A person does not have a right to receive a...
Section 54-2A-506 - Distribution in kind. - A partner does not have a right to demand or...
Section 54-2A-507 - Right to distribution. - When a partner or transferee becomes entitled to receive a...
Section 54-2A-508 - Limitations on distribution. - A. A limited partnership may not make a distribution in...
Section 54-2A-509 - Liability for improper distributions. - A. A general partner that consents to a distribution made...
Article 6 - Dissociation
Section 54-2A-601 - Dissociation as limited partner. - A. A person does not have a right to dissociate...
Section 54-2A-602 - Effect of dissociation as limited partner. - A. Upon a person's dissociation as a limited partner: (1)...
Section 54-2A-603 - Dissociation as general partner. - A person is dissociated from a limited partnership as a...
Section 54-2A-604 - Person's power to dissociate as general partner; wrongful dissociation. - A. A person has the power to dissociate as a...
Section 54-2A-605 - Effect of dissociation as general partner. - A. Upon a person's dissociation as a general partner: (1)...
Section 54-2A-606 - Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner. - A. After a person is dissociated as a general partner...
Section 54-2A-607 - Liability to other persons of person dissociated as general partner. - A. A person's dissociation as a general partner does not...
Article 7 - Transferable Interests and Rights of
Section 54-2A-701 - Partner's transferable interest. - The only interest of a partner that is transferable is...
Section 54-2A-702 - Transfer of partner's transferable interest. - A. A transfer, in whole or in part, of a...
Section 54-2A-703 - Rights of creditor of partner or transferee. - A. On application to a court of competent jurisdiction by...
Section 54-2A-704 - Power of estate of deceased partner. - If a partner dies, the deceased partner's personal representative or...
Article 8 - Dissolution
Section 54-2A-801 - Nonjudicial dissolution. - Except as otherwise provided in Section 802 [54-2A-802 NMSA 1978]...
Section 54-2A-802 - Judicial dissolution. - On application by a partner, the district court may order...
Section 54-2A-803 - Winding up. - A. A limited partnership continues after dissolution only for the...
Section 54-2A-804 - Power of general partner and person dissociated as general partner to bind partnership after dissolution. - A. A limited partnership is bound by a general partner's...
Section 54-2A-805 - Liability after dissolution of general partner and person 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...
Section 54-2A-806 - Known claims against dissolved limited partnership. - A. A dissolved limited partnership may dispose of the known...
Section 54-2A-807 - Other claims against dissolved limited partnership. - A. A dissolved limited partnership may publish notice of its...
Section 54-2A-808 - Liability of general partner and person dissociated as general partner when claim against limited partnership barred. - If a claim against a dissolved limited partnership is barred...
Section 54-2A-809 - Disposition of assets; when contributions required. - A. In winding up a limited partnership's activities, the assets...
Article 9 - Foreign Limited Partnerships
Section 54-2A-901 - Governing law. - A. The laws of the state or other jurisdiction under...
Section 54-2A-902 - Application for certificate of authority. - A. Before transacting business in New Mexico, a foreign limited...
Section 54-2A-903 - Activities not constituting transacting business. - A. Activities of a foreign limited partnership that do not...
Section 54-2A-904 - Filing of certificate of authority. - Unless the secretary of state determines that an application for...
Section 54-2A-905 - Noncomplying name of foreign limited partnership. - A. A foreign limited partnership whose name does not comply...
Section 54-2A-906 - Changes or errors in application for certificate of authority. - A. A foreign limited partnership shall deliver to the secretary...
Section 54-2A-907 - Cancellation of certificate of authority; effect of failure to have certificate. - A. In order to cancel its certificate of authority to...
Section 54-2A-908 - Action by attorney general. - The attorney general may maintain an action to restrain a...
Article 10 - Actions by Partners
Section 54-2A-1001 - Direct action by partner. - A. Subject to Subsection B of this section, a partner...
Section 54-2A-1002 - Derivative action. - A partner may maintain a derivative action to enforce a...
Section 54-2A-1003 - Proper plaintiff. - A derivative action may be maintained only by a person...
Section 54-2A-1004 - Pleading. - In a derivative action, the complaint must state with particularity:...
Section 54-2A-1005 - Proceeds and expenses. - A. Except as otherwise provided in Subsection B of this...
Article 11 - Conversion and Merger
Section 54-2A-1101 - Definitions. - As used in Article 11 [54-2A-1101 NMSA 1978] of the...
Section 54-2A-1102 - Conversion. - A. An organization other than a limited partnership may convert...
Section 54-2A-1103 - Action on plan of conversion by converting limited partnership. - A. Subject to Section 1110 [54-2A-1110 NMSA 1978] of the...
Section 54-2A-1104 - Filings required for conversion; effective date. - A. After a plan of conversion is approved: (1) a...
Section 54-2A-1105 - Effect of conversion. - A. An organization that has been converted pursuant to Article...
Section 54-2A-1106 - Merger. - A. A limited partnership may merge with one or more...
Section 54-2A-1107 - Action on plan of merger by constituent limited partnership. - A. Subject to Section 1110 [54-2A-1110 NMSA 1978] of the...
Section 54-2A-1108 - Filings required for merger; effective date. - A. After each constituent organization has approved a merger, articles...
Section 54-2A-1109 - Effect of merger. - A. When a merger becomes effective: (1) the surviving organization...
Section 54-2A-1110 - Restrictions on approval of conversions and mergers. - A. If a partner of a converting or constituent limited...
Section 54-2A-1111 - Liability of general partner after conversion or merger. - A. A conversion or merger pursuant to Article 11 [54-2A-1101...
Section 54-2A-1112 - Power of general partners and persons dissociated as general partners to bind organization after conversion or merger. - A. An act of a person that immediately before a...
Section 54-2A-1113 - Article not exclusive. - Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited...
Article 12 - Miscellaneous Provisions
Section 54-2A-1201 - Uniformity of application and construction. - In applying and construing the Uniform Revised Limited Partnership Act,...
Section 54-2A-1202 - Severability. - If any provision of the Uniform Revised Limited Partnership Act...
Section 54-2A-1203 - Relation to Electronic Signatures in Global and National Commerce Act. - The Uniform Revised Limited Partnership Act modifies, limits or supersedes...
Section 54-2A-1204 - Application to existing limited partnerships and other relationships. - A. The Uniform Revised Limited Partnership Act governs only: (1)...
Section 54-2A-1205 - Saving clause. - The Uniform Revised Limited Partnership Act does not affect an...
Section 54-2A-1206 - Transition provisions. - Until January 1, 2010, the provisions of Sections 54-1A-105, 54-1A-303,...