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 […]
Section 54-2A-905 – Noncomplying name of foreign limited partnership.
A. A foreign limited partnership whose name does not comply with Section 108 of the Uniform Revised Limited Partnership Act shall not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with Section 108 of that act. After obtaining a certificate of […]
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, § […]