Section 54-2A-1204 – Application to existing limited partnerships and other relationships.
A. The Uniform Revised Limited Partnership Act governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise provided in Subsections B and C of this section, a limited partnership formed before January 1, 2008 that elects, in the manner provided in its partnership agreement or by law […]
Section 54-2A-1205 – Saving clause.
The Uniform Revised Limited Partnership Act does not affect an action commenced, proceeding brought or right accrued before January 1, 2008. History: Laws 2007, ch. 129, § 1205. ANNOTATIONS Effective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
Section 54-2A-1108 – Filings required for merger; effective date.
A. After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituent organization, by an authorized representative. B. The articles of merger shall include: (1) the […]
Section 54-2A-1004 – Pleading.
In a derivative action, the complaint must state with particularity: A. the date and content of plaintiff’s demand and the general partners’ response to the demand; or B. why demand should be excused as futile. History: Laws 2007, ch. 129, § 1004. ANNOTATIONS Effective dates. — Laws 2007, ch. 129, § 1208 made the section […]
Section 54-2A-1005 – Proceeds and expenses.
A. Except as otherwise provided in Subsection B of this section: (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise or settlement, belong to the limited partnership and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to […]
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 […]