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-801 – Nonjudicial dissolution.
Except as otherwise provided in Section 802 [54-2A-802 NMSA 1978] of the Uniform Revised Limited Partnership Act, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following: A. the happening of an event specified in the partnership agreement; B. the consent of all general […]
Section 54-2A-802 – Judicial dissolution.
On application by a partner, the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement. History: Laws 2007, ch. 129, § 802. ANNOTATIONS Effective dates. — Laws 2007, ch. 129, § 1208 made the […]
Section 54-2A-803 – Winding up.
A. A limited partnership continues after dissolution only for the purpose of winding up its activities. B. In winding up its activities, the limited partnership: (1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable […]
Section 54-2A-804 – Power of general partner and person dissociated as general partner to bind partnership after dissolution.
A. A limited partnership is bound by a general partner’s act after dissolution that: (1) is appropriate for winding up the limited partnership’s activities; or (2) would have bound the limited partnership pursuant to Section 402 [54-2A-402 NMSA 1978] of the Uniform Revised Limited Partnership Act before dissolution, if, at the time the other party […]
Section 54-2A-805 – Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner.
A. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation pursuant to Subsection A of Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act by an act that is not appropriate for winding up the partnership’s activities, the general partner is liable: (1) to […]
Section 54-2A-806 – Known claims against dissolved limited partnership.
A. A dissolved limited partnership may dispose of the known claims against it by following the procedure described in Subsection B of this section. B. A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice shall: (1) specify the information required to be included in a claim; (2) […]
Section 54-2A-807 – Other claims against dissolved limited partnership.
A. A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice. B. The notice shall: (1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership’s principal office […]
Section 54-2A-808 – Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
If a claim against a dissolved limited partnership is barred pursuant to Section 806 [54-2A-806 NMSA 1978] or 807 [54-2A-807 NMSA 1978] of the Uniform Revised Limited Partnership Act, any corresponding claim pursuant to Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act is also barred. History: Laws 2007, ch. 129, § […]