Section 54-2A-1109 – Effect of merger.
A. When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, liabilities and other […]
Section 54-2A-1110 – Restrictions on approval of conversions and mergers.
A. If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: (1) the limited partnership’s partnership agreement provides for the approval of the conversion […]
Section 54-2A-1111 – Liability of general partner after conversion or merger.
A. A conversion or merger pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act does not discharge any liability, pursuant to Sections 404 [54-2A-404 NMSA 1978] and 607 [54-2A-607 NMSA 1978] of that act, of a person that was a general partner in or dissociated as a general partner from […]
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 conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting […]
Section 54-2A-1113 – Article not exclusive.
Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act does not preclude an entity from being converted or merged pursuant to other law. History: Laws 2007, ch. 129, § 1113. ANNOTATIONS Compiler’s notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. 129, § 1208 to change the effective date […]
Section 54-2A-1101 – Definitions.
As used in Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act: A. “constituent limited partnership” means a constituent organization that is a limited partnership; B. “constituent organization” means an organization that is party to a merger; C. “converted organization” means the organization into which a converting organization converts pursuant to Sections […]
Section 54-2A-1102 – Conversion.
A. An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization pursuant to this section and Sections 1103 [54-2A-1103 NMSA 1978] through 1105 [54-2A-1105 NMSA 1978] of the Uniform Revised Limited Partnership Act and a plan of conversion, if: (1) the other organization’s […]
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 Uniform Revised Limited Partnership Act, a plan of conversion must be consented to by all the partners of a converting limited partnership. B. Subject to Section 1110 of the Uniform Revised Limited Partnership Act and any contractual rights, after a conversion is approved, and at […]
Section 54-2A-1104 – Filings required for conversion; effective date.
A. After a plan of conversion is approved: (1) a converting limited partnership shall deliver to the secretary of state for filing articles of conversion that shall include: (a) a statement that the limited partnership has been converted into another organization; (b) the name and form of the organization and the jurisdiction of its governing […]
Section 54-2A-1105 – Effect of conversion.
A. An organization that has been converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act is for all purposes the same entity that existed before the conversion. B. When a conversion takes effect: (1) all property owned by the converting organization remains vested in the converted organization; (2) all […]