2021 New Mexico Statutes
Article 4 - General Partners
Section 54-2A-401 - Becoming general partner.

A person becomes a general partner:
A. as provided in the partnership agreement;
B. pursuant to Paragraph (2) of Subsection C of Section 801 [54-2A-801 NMSA 1978] of the Uniform Revised Limited Partnership Act following the dissociation of a limited partnership's last general partner;
C. as the result of a conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act; or
D. with the consent of all the partners.
History: Laws 2007, ch. 129, § 401.
Effective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
Indemnification of general partner by limited partners. — Indemnifying a general partner for partnership debts by essentially forcing limited partners to pay for them violates the general public policy of limited partnership law. Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co., 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11.
An indemnification clause in the partnership agreement which would have the general partners paid off by the limited partners clearly contravenes the order of priority in the distribution of assets of a dissolved limited partnership as set out by the legislature. Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co., 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11.
Dissolution of limited partnership. — The law of New Mexico mandates that in a dissolution of a limited partnership, the limited partners are to be paid off before the general partners. Acacia Mut. Life Ins. Co. v. American Gen. Life Ins. Co., 1990-NMSC-107, 111 N.M. 106, 802 P.2d 11.

Structure 2021 New Mexico Statutes