A. Except as otherwise provided in Subsections B and C of this section, all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law.
B. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner.
C. An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership pursuant to Paragraph (2) of Subsection B of Section 406 [54-2A-406 NMSA 1978] of the Uniform Revised Limited Partnership Act.
History: Laws 2007, ch. 129, § 404.
Effective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
Structure New Mexico Statutes
Article 2A - Uniform Revised Limited Partnership Act
Section 54-2A-401 - Becoming general partner.
Section 54-2A-402 - General partner agent of limited partnership.
Section 54-2A-403 - Limited partnership liable for general partner's actionable conduct.
Section 54-2A-404 - General partner's liability.
Section 54-2A-405 - Actions by and against partnership and partners.
Section 54-2A-406 - Management rights of general partner.
Section 54-2A-407 - Right of general partner and former general partner to information.
Section 54-2A-408 - General standards of general partner's conduct.