(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 partnership authority for the purposes of Section 303(d) [54-1A-303(d) NMSA 1978] and is a limitation on authority for the purposes of Section 303(e) [54-1A-303(e) NMSA 1978].
(c) For the purposes of Sections 301 [54-1A-301 NMSA 1978] and 804 [54-1A-804 NMSA 1978], a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in Section 303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
History: Laws 1996, ch. 53, ยง 805.
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.