Section 54-2A-604 – Person’s power to dissociate as general partner; wrongful dissociation.
A. A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to Subsection A of Section 603 [54-2A-603 NMSA 1978] of the Uniform Revised Limited Partnership Act. B. A person’s dissociation as a general partner is wrongful only if: (1) it is in breach […]
Section 54-2A-605 – Effect of dissociation as general partner.
A. Upon a person’s dissociation as a general partner: (1) the person’s right to participate as a general partner in the management and conduct of the partnership’s activities terminates; (2) the person’s duty of loyalty as a general partner pursuant to Paragraph (3) of Subsection B of Section 408 [54-2A-408 NMSA 1978] of the Uniform […]
Section 54-2A-606 – Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
A. After a person is dissociated as a general partner and before the limited partnership is dissolved, converted pursuant to Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act or merged out of existence pursuant to Article 11 of that act, the limited partnership is bound by an act of the person […]
Section 54-2A-607 – Liability to other persons of person dissociated as general partner.
A. A person’s dissociation as a general partner does not of itself discharge the person’s liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections B and C of this section, the person is not liable for a limited partnership’s obligation incurred after dissociation. […]
Section 54-2A-602 – Effect of dissociation as limited partner.
A. Upon a person’s dissociation as a limited partner: (1) subject to Section 704 [54-2A-704 NMSA 1978] of the Uniform Revised Limited Partnership Act, the person does not have further rights as a limited partner; (2) the person’s obligation of good faith and fair dealing as a limited partner pursuant to Subsection B of Section […]
Section 54-2A-603 – Dissociation as general partner.
A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: A. the limited partnership’s having notice of the person’s express will to withdraw as a general partner or on a later date specified by the person; B. an event agreed to in the partnership […]
Section 54-2A-601 – Dissociation as limited partner.
A. A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. B. A person is dissociated from a limited partnership as a limited partner upon the occurrence of any of the following events: (1) the limited partnership’s having notice of the person’s express will to […]