Section 54-2A-1107 – Action on plan of merger by constituent limited partnership.
A. Subject to Section 1110 [54-2A-1110 NMSA 1978] of the Uniform Revised Limited Partnership Act, a plan of merger must be consented to by all the partners of a constituent limited partnership. B. Subject to Section 1110 of the Uniform Revised Limited Partnership Act and any contractual rights, after a merger is approved, and at […]
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-907 – Cancellation of certificate of authority; effect of failure to have certificate.
A. In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership shall deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective pursuant to Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act. […]
Section 54-2A-908 – Action by attorney general.
The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act. History: Laws 2007, ch. 129, § 908. ANNOTATIONS Compiler’s notes. — Laws 2009, ch. 181, § 6 amended Laws 2007, ch. […]
Section 54-2A-1001 – Direct action by partner.
A. Subject to Subsection B of this section, a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership’s activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests pursuant to […]
Section 54-2A-1002 – Derivative action.
A partner may maintain a derivative action to enforce a right of a limited partnership if: A. the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; […]
Section 54-2A-1003 – Proper plaintiff.
A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: A. that was a partner when the conduct giving rise to the action occurred; or B. whose status as a partner devolved upon the person by operation of law or pursuant to the […]
Section 54-2A-902 – Application for certificate of authority.
A. Before transacting business in New Mexico, a foreign limited partnership must have a certificate of authority to transact business in New Mexico. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state: […]
Section 54-2A-903 – Activities not constituting transacting business.
A. Activities of a foreign limited partnership that do not constitute transacting business in this state within the meaning of Article 9 [54-2A-901 NMSA 1978] of the Uniform Revised Limited Partnership Act include: (1) maintaining, defending and settling an action or proceeding, whether judicial, administrative, arbitration or mediation; (2) holding meetings of its partners or […]
Section 54-2A-904 – Filing of certificate of authority.
Unless the secretary of state determines that an application for a certificate of authority or a revised application for a certificate of authority does not comply with the filing requirements of the Uniform Revised Limited Partnership Act, the secretary of state, upon payment of all filing fees, shall file the application, prepare, sign and file […]