Section 54-2A-809 – Disposition of assets; when contributions required.
A. In winding up a limited partnership’s activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership’s obligations to creditors, including, to the extent permitted by law, partners that are creditors. B. Any surplus remaining after the limited partnership complies with Subsection A […]
Section 54-2A-901 – Governing law.
A. The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations between the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership. B. A foreign limited […]
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-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-701 – Partner’s transferable interest.
The only interest of a partner that is transferable is the partner’s transferable interest. A transferable interest is personal property. History: Laws 2007, ch. 129, § 701. ANNOTATIONS Effective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.
Section 54-2A-702 – Transfer of partner’s transferable interest.
A. A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) does not by itself cause the partner’s dissociation or a dissolution and winding up of the limited partnership’s activities; and (3) does not, as against the other partners or the limited partnership, entitle the transferee to participate in […]