(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 up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
(1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(2) the rights of a third party accruing under Section 804(1) [54-1A-804(1) NMSA 1978] or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
History: Laws 1996, ch. 53, ยง 802.
Structure 2021 New Mexico Statutes
Article 1A - Uniform Partnerships
Article 8 - Winding Up Partnership Business.
Section 54-1A-801 - Events causing dissolution and winding up of partnership business.
Section 54-1A-802 - Partnership continues after dissolution.
Section 54-1A-803 - Right to wind up partnership business.
Section 54-1A-804 - Partner's power to bind partnership after dissolution.
Section 54-1A-805 - Statement of dissolution.
Section 54-1A-806 - Partner's liability to other partners after dissolution.
Section 54-1A-807 - Settlement of accounts and contributions among partners.