0001|                         HOUSE BILL 255
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0002|     42ND LEGISLATURE - STATE OF NEW MEXICO - SECOND SESSION,
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0003|     1996
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0004|                         INTRODUCED BY
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0005|                   RICHARD T. "DICK" KNOWLES
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0006|     
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0007|                                
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0008|     
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0009|                                
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0010|     
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0011|                             AN ACT
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0012|     RELATING TO PARTNERSHIP; ENACTING THE UNIFORM PARTNERSHIP
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0013|     ACT (1994); ESTABLISHING PROCEDURES AND STANDARDS FOR THE
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0014|     OPERATION OF PARTNERSHIPS; REPEALING AND ENACTING SECTIONS
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0015|     OF THE NMSA 1978.
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0016|     
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0017|     BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW
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0018|     MEXICO:
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0019|                           ARTICLE 1
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0020|                       GENERAL PROVISIONS
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0021|       Section 101.  DEFINITIONS.--As used in the Uniform
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0022|     Partnership Act (1994):
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0023|            (1)  "business" includes every trade, occupation
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0024|     and profession;
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0025|            (2)  "debtor in bankruptcy" means a person who
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0001|     is the subject of:
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0002|                 (i)  an order for relief under Title 11 of
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0003|     the United States Code or a comparable order under a
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0004|     successor statute of general application; or
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0005|                 (ii)  a comparable order under federal,
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0006|     state or foreign law governing insolvency;
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0007|            (3)  "distribution" means a transfer of money or
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0008|     other property from a partnership to a partner in the
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0009|     partner's capacity as a partner or to the partner's
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0010|     transferee;
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0011|            (4)  "foreign registered limited liability
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0012|     partnership" means a registered limited liability
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0013|     partnership formed pursuant to an agreement governed by
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0014|     the laws of another jurisdiction and registered under the
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0015|     laws of that jurisdiction;
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0016|            (5)  "partnership" means an association of two
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0017|     or more persons to carry on as co-owners a business for
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0018|     profit formed under Section 202, predecessor law, or
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0019|     comparable law of another jurisdiction, and includes a
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0020|     registered limited liability partnership;
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0021|            (6)  "partnership agreement" means the
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0022|     agreement, whether written, oral or implied, among the
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0023|     partners concerning the partnership, including amendments
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0024|     to the partnership agreement;
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0025|            (7)  "partnership at will" means a partnership
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0001|     in which the partners have not agreed to remain partners
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0002|     until the expiration of a definite term or the completion
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0003|     of a particular undertaking;
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0004|            (8)  "partnership interest" or "partner's
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0005|     interest in the partnership" means all of a partner's
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0006|     interests in the partnership, including the partner's
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0007|     transferable interest and all management and other rights;
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0008|            (9)  "person" means an individual, corporation,
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0009|     business trust, estate, trust, partnership, limited
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0010|     liability company, association, joint venture, government,
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0011|     governmental subdivision, agency or instrumentality or any
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0012|     other legal or commercial entity;
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0013|            (10)  "property" means all property, real,
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0014|     personal or mixed, tangible or intangible, or any interest
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0015|     therein;
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0016|            (11)  "registered limited liability partnership"
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0017|     includes a partnership formed pursuant to an agreement
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0018|     governed by the laws of this state, registered under
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0019|     Section 54-1-44 NMSA 1978 and complying with Section 54-1-45 NMSA 1978;
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0020|            (12)  "state" means a state of the United
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0021|     States, the district of Columbia, the commonwealth of
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0022|     Puerto Rico or any territory or insular possession subject
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0023|     to the jurisdiction of the United States;
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0024|            (13)  "statement" means a statement of
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0025|     partnership authority under Section 303, a statement of
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0001|     denial under Section 304, a statement of dissociation
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0002|     under Section 704, a statement of dissolution under
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0003|     Section 805, a statement of merger under Section 907 or an
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0004|     amendment or cancellation of any of the foregoing; and
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0005|            (14)  "transfer" includes an assignment,
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0006|     conveyance, lease, mortgage, deed and encumbrance.
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0007|       Section 102.  KNOWLEDGE AND NOTICE.--
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0008|            (a)  A person knows a fact if the person has
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0009|     actual knowledge of it.
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0010|            (b)  A person has notice of a fact if the
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0011|     person:
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0012|                 (1)  knows of it;
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0013|                 (2)  has received a notification of it; or
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0014|                 (3)  has reason to know it exists from all
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0015|     of the facts known to the person at the time in question.
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0016|            (c)  A person notifies or gives a notification
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0017|     to another by taking steps reasonably required to inform
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0018|     the other person in ordinary course, whether or not the
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0019|     other person learns of it.
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0020|            (d)  A person receives a notification when the
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0021|     notification:
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0022|                 (1)  comes to the person's attention; or
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0023|                 (2)  is duly delivered at the person's
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0024|     place of business or at any other place held out by the

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0025|     person as a place for receiving communications.
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0001|            (e)  Except as otherwise provided in Subsection
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0002|     (f), a person other than an individual knows, has notice
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0003|     or receives a notification of a fact for purposes of a
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0004|     particular transaction when the individual conducting the
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0005|     transaction knows, has notice or receives a notification
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0006|     of the fact, or in any event when the fact would have been
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0007|     brought to the individual's attention, if the person had
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0008|     exercised reasonable diligence.  The person exercises
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0009|     reasonable diligence if it maintains reasonable routines
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0010|     for communicating significant information to the
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0011|     individual conducting the transaction and there is
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0012|     reasonable compliance with the routines.  Reasonable
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0013|     diligence does not require an individual acting for the
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0014|     person to communicate information unless the communication
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0015|     is part of the individual's regular duties or the
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0016|     individual has reason to know of the transaction and that
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0017|     the transaction would be materially affected by the
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0018|     information.
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0019|            (f)  A partner's knowledge, notice or receipt of
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0020|     a notification of a fact relating to the partnership is
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0021|     effective immediately as knowledge by, notice to or
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0022|     receipt of a notification by the partnership, except in
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0023|     the case of a fraud on the partnership committed by or
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0024|     with the consent of that partner.
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0025|       Section 103.  EFFECT OF PARTNERSHIP AGREEMENT--NONWAIVABLE PROVISIONS.--
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0001|            (a)  Except as otherwise provided in Subsection
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0002|     (b), relations among the partners and between the partners
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0003|     and the partnership are governed by the partnership
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0004|     agreement.  To the extent the partnership agreement does
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0005|     not otherwise provide, the Uniform Partnership Act (1994)
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0006|     governs relations among the partners and between the
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0007|     partners and the partnership.
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0008|            (b)  The partnership agreement may not:
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0009|                 (1)  vary the rights and duties under
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0010|     Section 105, except to eliminate the duty to provide
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0011|     copies of statements to all of the partners;
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0012|                 (2)  unreasonably restrict the right of
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0013|     access to books and records under Section 403(b);
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0014|                 (3)  eliminate the duty of loyalty under
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0015|     Section 404(b) or 603(b)(3), but: 
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0016|                      (i) the partnership agreement may
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0017|     identify specific types or categories of activities that
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0018|     do not violate the duty of loyalty, if not manifestly
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0019|     unreasonable; or 
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0020|                      (ii) all of the partners or a number
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0021|     or percentage specified in the partnership agreement may
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0022|     authorize or ratify, after full disclosure of all material
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0023|     facts, a specific act or transaction that would violate
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0024|     the duty of loyalty;
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0025|                 (4)  unreasonably reduce the duty of care
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0001|     under Section 404(c) or 603(b)(3);
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0002|                 (5)  eliminate the obligation of good faith
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0003|     and fair dealing under Section 404(d), but the partnership
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0004|     agreement may prescribe the standards by which the
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0005|     performance of the obligation is to be measured, if the
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0006|     standards are not manifestly unreasonable;
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0007|                 (6)  vary the power to dissociate as a
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0008|     partner under Section 602(a), except to require the notice
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0009|     under Section 601(1) to be in writing;
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0010|                 (7)  vary the right of a court to expel a
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0011|     partner in the events specified in Section 601(5);
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0012|                 (8)  vary the requirement to wind up the
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0013|     partnership business in cases specified in Section 801(4),
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0014|     (5) or (6); or
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0015|                 (9)  restrict rights of third parties under
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0016|     the Uniform Partnership Act (1994).
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0017|       Section 104.  SUPPLEMENTAL PRINCIPLES OF LAW.--
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0018|            (a)  Unless displaced by particular provisions
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0019|     of the Uniform Partnership Act (1994), the principles of
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0020|     law and equity supplement that act.
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0021|            (b)  If an obligation to pay interest arises
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0022|     under the Uniform Partnership Act (1994) and the rate is
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0023|     not specified, the rate is that specified in Section 56-8-4 NMSA 1978.
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0024|       Section 105.  EXECUTION, FILING AND RECORDING OF
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0025|     STATEMENTS.--
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0001|            (a)  A statement may be filed in the office of
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0002|     the secretary of state.  A certified copy of a statement
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0003|     that is filed in an office in another state may be filed
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0004|     in the office of the secretary of state.  Either filing
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0005|     has the effect provided in the Uniform Partnership Act
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0006|     (1994) with respect to partnership property located in or
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0007|     transactions that occur in this state.
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0008|            (b)  A certified copy of a statement that has
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0009|     been filed in the office of the secretary of state and
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0010|     recorded in the office for recording transfers of real
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0011|     property has the effect provided for recorded statements
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0012|     in the Uniform Partnership Act (1994).  A recorded
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0013|     statement that is not a certified copy of a statement
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0014|     filed in the office of the secretary of state does not
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0015|     have the effect provided for recorded statements in that
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0016|     act.
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0017|            (c)  A statement filed by a partnership must be
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0018|     executed by at least two partners.  Other statements must
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0019|     be executed by a partner or other person authorized by the
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0020|     Uniform Partnership Act (1994).  An individual who
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0021|     executes a statement as, or on behalf of, a partner or
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0022|     other person named as a partner in a statement shall
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0023|     personally declare under penalty of perjury that the
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0024|     contents of the statement are accurate.
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0025|            (d)  A person authorized by the Uniform
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0001|     Partnership Act (1994) to file a statement may amend or
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0002|     cancel the statement by filing an amendment or
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0003|     cancellation that names the partnership, identifies the
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0004|     statement and states the substance of the amendment or
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0005|     cancellation.
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0006|            (e)  A person who files a statement pursuant to
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0007|     this section shall promptly send a copy of the statement
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0008|     to every nonfiling partner and to any other person named
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0009|     as a partner in the statement.  Failure to send a copy of
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0010|     a statement to a partner or other person does not limit
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0011|     the effectiveness of the statement as to a person not a
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0012|     partner.
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0013|            (f)  The secretary of state may collect a fee
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0014|     for filing or providing a certified copy of a statement. 
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0015|     The officer responsible for recording transfers of real
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0016|     property may collect a fee for recording a statement.
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0017|       Section 106.  LAW GOVERNING INTERNAL RELATIONS.--The
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0018|     law of the jurisdiction in which a partnership has its
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0019|     chief executive office governs the relations among the
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0020|     partners and the partnership.
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0021|       Section 107.  PARTNERSHIP SUBJECT TO AMENDMENT OR
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0022|     REPEAL OF THE UNIFORM PARTNERSHIP ACT (1994).--A
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0023|     partnership governed by the Uniform Partnership Act (1994)
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0024|     is subject to any amendment to or repeal of that act.
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0025|                          ARTICLE 2
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0001|                    NATURE OF PARTNERSHIP
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0002|       Section 201.  PARTNERSHIP AS ENTITY.--A partnership
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0003|     is an entity distinct from its partners.
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0004|       Section 202.  FORMATION OF PARTNERSHIP.--
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0005|            (a)  Except as otherwise provided in Subsection
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0006|     (b), the association of two or more persons to carry on as
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0007|     co-owners a business for profit forms a partnership,
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0008|     whether or not the persons intend to form a partnership.
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0009|            (b)  An association formed under a statute other
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0010|     than the Uniform Partnership Act (1994), a predecessor
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0011|     statute or a comparable statute of another jurisdiction is
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0012|     not a partnership under that act.
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0013|            (c)  In determining whether a partnership is
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0014|     formed, the following rules apply:
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0015|                 (1)  joint tenancy, tenancy in common,
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0016|     tenancy by the entireties, joint property, common property
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0017|     or part ownership does not by itself establish a
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0018|     partnership, even if the co-owners share profits made by
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0019|     the use of the property;
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0020|                 (2)  the sharing of gross returns does not
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0021|     by itself establish a partnership, even if the persons
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0022|     sharing them have a joint or common right or interest in
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0023|     property from which the returns are derived; and
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0024|                 (3)  a person who receives a share of the
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0025|     profits of a business is presumed to be a partner in the
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0001|     business, unless the profits were received in payment:
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0002|                      (i)  of a debt by installments or
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0003|     otherwise;
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0004|                      (ii)  for services as an independent
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0005|     contractor or of wages or other compensation to an
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0006|     employee;
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0007|                      (iii)  of rent;
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0008|                      (iv)  of an annuity or other
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0009|     retirement or health benefit to a beneficiary,
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0010|     representative or designee of a deceased or retired
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0011|     partner;
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0012|                      (v)  of interest or other charge on a
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0013|     loan, even if the amount of payment varies with the
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0014|     profits of the business, including a direct or indirect
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0015|     present or future ownership of the collateral, or rights
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0016|     to income, proceeds or increase in value derived from the
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0017|     collateral; or
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0018|                      (vi)  for the sale of the goodwill of
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0019|     a business or other property by installments or otherwise.
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0020|       Section 203.  PARTNERSHIP PROPERTY.--Property
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0021|     acquired by a partnership is property of the partnership
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0022|     and not of the partners individually.
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0023|       Section 204.  WHEN PROPERTY IS PARTNERSHIP PROPERTY.--
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0024|            (a)  Property is partnership property if
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0025|     acquired in the name of:
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0001|                 (1)  the partnership; or
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0002|                 (2)  one or more partners with an
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0003|     indication in the instrument transferring title to the
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0004|     property of the person's capacity as a partner or of the
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0005|     existence of a partnership but without an indication of
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0006|     the name of the partnership.
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0007|            (b)  Property is acquired in the name of the
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0008|     partnership by a transfer to:
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0009|                 (1)  the partnership in its name; or
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0010|                 (2)  one or more partners in their capacity
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0011|     as partners in the partnership, if the name of the
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0012|     partnership is indicated in the instrument transferring
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0013|     title to the property.
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0014|            (c)  Property is presumed to be partnership
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0015|     property if purchased with partnership assets, even if not
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0016|     acquired in the name of the partnership or of one or more
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0017|     partners with an indication in the instrument transferring
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0018|     title to the property of the person's capacity as a
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0019|     partner or of the existence of a partnership.
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0020|            (d)  Property acquired in the name of one or
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0021|     more of the partners, without an indication in the
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0022|     instrument transferring title to the property of the
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0023|     person's capacity as a partner or of the existence of a
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0024|     partnership and without use of partnership assets, is
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0025|     presumed to be separate property, even if used for
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0001|     partnership purposes.
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0002|                          ARTICLE 3
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0003|                   RELATIONS OF PARTNERS TO
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0004|               PERSONS DEALING WITH PARTNERSHIP
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0005|       Section 301.  PARTNER AGENT OF PARTNERSHIP.--Subject
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0006|     to the effect of a statement of partnership authority
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0007|     under Section 303:
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0008|            (1)  each partner is an agent of the partnership
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0009|     for the purpose of its business.  An act of a partner,
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0010|     including the execution of an instrument in the
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0011|     partnership name, for apparently carrying on in the
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0012|     ordinary course the partnership business or business of
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0013|     the kind carried on by the partnership binds the
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0014|     partnership, unless the partner had no authority to act
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0015|     for the partnership in the particular matter and the
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0016|     person with whom the partner was dealing knew or had
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0017|     received a notification that the partner lacked authority;
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0018|     and
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0019|            (2)  an act of a partner which is not apparently
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0020|     for carrying on in the ordinary course the partnership
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0021|     business or business of the kind carried on by the
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0022|     partnership binds the partnership only if the act was
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0023|     authorized by the other partners.
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0024|       Section 302.  TRANSFER OF PARTNERSHIP PROPERTY.--
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0025|            (a)  Partnership property may be transferred as
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0001|     follows:
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0002|                 (1)  subject to the effect of a statement
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0003|     of partnership authority under Section 303, partnership
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0004|     property held in the name of the partnership may be
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0005|     transferred by an instrument of transfer executed by a
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0006|     partner in the partnership name;
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0007|                 (2)  partnership property held in the name
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0008|     of one or more partners with an indication in the
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0009|     instrument transferring the property to them of their
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0010|     capacity as partners or of the existence of a partnership,
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0011|     but without an indication of the name of the partnership,
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0012|     may be transferred by an instrument of transfer executed
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0013|     by the persons in whose name the property is held; and
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0014|                 (3)  partnership property held in the name
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0015|     of one or more persons other than the partnership, without
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0016|     an indication in the instrument transferring the property
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0017|     to them of their capacity as partners or of the existence
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0018|     of a partnership, may be transferred by an instrument of
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0019|     transfer executed by the persons in whose name the
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0020|     property is held.
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0021|            (b)  A partnership may recover partnership
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0022|     property from a transferee only if it proves that
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0023|     execution of the instrument of initial transfer did not
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0024|     bind the partnership under Section 301 and:
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0025|                 (1)  as to a subsequent transferee who gave
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0001|     value for property transferred under Subsection (a)(1) and
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0002|     (2), proves that the subsequent transferee knew or had
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0003|     received a notification that the person who executed the
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0004|     instrument of initial transfer lacked authority to bind
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0005|     the partnership; or
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0006|                 (2)  as to a transferee who gave value for
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0007|     property transferred under Subsection (a)(3), proves that
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0008|     the transferee knew or had received a notification that
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0009|     the property was partnership property and that the person
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0010|     who executed the instrument of initial transfer lacked
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0011|     authority to bind the partnership.
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0012|            (c)  A partnership may not recover partnership
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0013|     property from a subsequent transferee if the partnership
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0014|     would not have been entitled to recover the property,
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0015|     under Subsection (b), from any earlier transferee of the
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0016|     property.
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0017|            (d)  If a person holds all of the partners'
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0018|     interests in the partnership, all of the partnership
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0019|     property vests in that person.  The person may execute a
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0020|     document in the name of the partnership to evidence
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0021|     vesting of the property in that person and may file or
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0022|     record the document.
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0023|       Section 303.  STATEMENT OF PARTNERSHIP AUTHORITY.--
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0024|            (a)  A partnership may file a statement of
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0025|     partnership authority which:
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0001|                 (1)  must include:
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0002|                      (i)  the name of the partnership;
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0003|                      (ii)  the street address of its chief
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0004|     executive office and of one office in this state, if there
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0005|     is one;
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0006|                      (iii)  the names and mailing addresses
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0007|     of all of the partners or of an agent appointed and
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0008|     maintained by the partnership for the purpose of
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0009|     Subsection (b); and
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0010|                      (iv)  the names of the partners
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0011|     authorized to execute an instrument transferring real
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0012|     property held in the name of the partnership; and
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0013|                 (2)  may state the authority, or
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0014|     limitations on the authority, of some or all of the
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0015|     partners to enter into other transactions on behalf of the
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0016|     partnership and any other matter.
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0017|            (b)  If a statement of partnership authority
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0018|     names an agent, the agent shall maintain a list of the
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0019|     names and mailing addresses of all of the partners and
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0020|     make it available to any person on request for good cause
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0021|     shown.
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0022|            (c)  If a filed statement of partnership
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0023|     authority is executed pursuant to Section 105(c) and
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0024|     states the name of the partnership but does not contain
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0025|     all of the other information required by Subsection (a),
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0001|     the statement nevertheless operates with respect to a
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0002|     person not a partner as provided in Subsections (d) and
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0003|     (e).
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0004|            (d)  Except as otherwise provided in Subsection
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0005|     (g), a filed statement of partnership authority
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0006|     supplements the authority of a partner to enter into
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0007|     transactions on behalf of the partnership as follows:
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0008|                 (1)  except for transfers of real property,
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0009|     a grant of authority contained in a filed statement of
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0010|     partnership authority is conclusive in favor of a person
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0011|     who gives value without knowledge to the contrary, so long
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0012|     as and to the extent that a limitation on that authority
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0013|     is not then contained in another filed statement.  A filed
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0014|     cancellation of a limitation on authority revives the
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0015|     previous grant of authority; and
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0016|                 (2)  a grant of authority to transfer real
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0017|     property held in the name of the partnership contained in
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0018|     a certified copy of a filed statement of partnership
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0019|     authority recorded in the office for recording transfers
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0020|     of that real property is conclusive in favor of a person
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0021|     who gives value without knowledge to the contrary, so long
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0022|     as and to the extent that a certified copy of a filed
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0023|     statement containing a limitation on that authority is not
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0024|     then of record in the office for recording transfers of
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0025|     that real property.  The recording in the office for
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0001|     recording transfers of that real property of a certified
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0002|     copy of a filed cancellation of a limitation on authority
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0003|     revives the previous grant of authority.
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0004|            (e)  A person not a partner is deemed to know of
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0005|     a limitation on the authority of a partner to transfer
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0006|     real property held in the name of the partnership if a
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0007|     certified copy of the filed statement containing the
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0008|     limitation on authority is of record in the office for
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0009|     recording transfers of that real property.
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0010|            (f)  Except as otherwise provided in Subsections
    |
0011|     (d) and (e) and Sections 704 and 805, a person not a
    |
0012|     partner is not deemed to know of a limitation on the
    |
0013|     authority of a partner merely because the limitation is
    |
0014|     contained in a filed statement.
    |
0015|            (g)  Unless earlier canceled, a filed statement
    |
0016|     of partnership authority is canceled by operation of law
    |
0017|     five years after the date on which the statement, or the
    |
0018|     most recent amendment, was filed with the secretary of
    |
0019|     state.
    |
0020|       Section 304.  STATEMENT OF DENIAL.--A partner or
    |
0021|     other person named as a partner in a filed statement of
    |
0022|     partnership authority or in a list maintained by an agent
    |
0023|     pursuant to Section 303(b) may file a statement of denial
    |
0024|     stating the name of the partnership and the fact that is
    |
0025|     being denied, which may include denial of a person's
    |
0001|     authority or status as a partner.  A statement of denial
    |
0002|     is a limitation on authority as provided in Section 303(d)
    |
0003|     and (e).
    |
0004|       Section 305.  PARTNERSHIP LIABLE FOR PARTNER'S
    |
0005|     ACTIONABLE CONDUCT.--
    |
0006|            (a)  A partnership is liable for loss or injury
    |
0007|     caused to a person, or for a penalty incurred, as a result
    |
0008|     of a wrongful act or omission, or other actionable
    |
0009|     conduct, of a partner acting in the ordinary course of
    |
0010|     business of the partnership or with authority of the
    |
0011|     partnership.
    |
0012|            (b)  If, in the course of the partnership's
    |
0013|     business or while acting with the authority of the
    |
0014|     partnership, a partner receives or causes the partnership
    |
0015|     to receive money or property of a person not a partner,
    |
0016|     and the money or property  is misapplied by a partner, the
    |
0017|     partnership is liable for the loss.
    |
0018|       Section 306.  PARTNER'S LIABILITY.--
    |
0019|            (a)  Except as otherwise provided in Subsections
    |
0020|     (b) and (c), all partners are liable jointly and severally
    |
0021|     for all obligations of the partnership unless otherwise
    |
0022|     agreed by the claimant or provided by law.
    |
0023|            (b)  A person admitted as a partner into an
    |
0024|     existing partnership is not personally liable for any
    |
0025|     partnership obligation incurred before the person's
    |
0001|     admission as a partner.
    |
0002|            (c)  Subject to Subsection (b), a partner in a
    |
0003|     registered limited liability partnership is not liable
    |
0004|     directly or indirectly, by way of indemnification,
    |
0005|     contribution or otherwise, for debts, obligations and
    |
0006|     liabilities of or chargeable to the partnership or another
    |
0007|     partner or partners, whether in tort, contract or
    |
0008|     otherwise, arising from omissions, negligence, wrongful
    |
0009|     acts, misconduct or malpractice committed while the
    |
0010|     partnership is a registered limited liability partnership
    |
0011|     and in the course of the partnership business by another
    |
0012|     partner or an employee, agent or representative of the
    |
0013|     partnership.
    |
0014|            (d)  Subsection (c) shall not affect the
    |
0015|     liability of a partner in a registered limited liability
    |
0016|     partnership for the partner's own omission, negligence,
    |
0017|     wrongful act, misconduct or malpractice or that of any
    |
0018|     person under the partner's direct supervision and control.
    |
0019|            (e)  A partner in a registered limited liability
    |
0020|     partnership is not a proper party to a proceeding by or
    |
0021|     against a registered limited liability partnership, the
    |
0022|     object of which is to recover damages or enforce the
    |
0023|     obligations arising out of the omissions, negligence,
    |
0024|     wrongful acts, misconduct or malpractice of the type
    |
0025|     described in Subsection (c) unless such partner is
    |
0001|     personally liable under Subsection (d).
    |
0002|       Section 307.  ACTIONS BY AND AGAINST PARTNERSHIP AND
    |
0003|     PARTNERS.--
    |
0004|            (a)  A partnership may sue and be sued in the
    |
0005|     name of the partnership.
    |
0006|            (b)  An action may be brought against the
    |
0007|     partnership and any or all of the partners in the same
    |
0008|     action or in separate actions.
    |
0009|            (c)  A judgment against a partnership is not by
    |
0010|     itself a judgment against a partner.  A judgment against a
    |
0011|     partnership may not be satisfied from a partner's assets
    |
0012|     unless there is also a judgment against the partner.
    |
0013|            (d)  A judgment creditor of a partner may not
    |
0014|     levy execution against the assets of the partner to
    |
0015|     satisfy a judgment based on a claim against the
    |
0016|     partnership unless:
    |
0017|                 (1)  a judgment based on the same claim has
    |
0018|     been obtained against the partnership and a writ of
    |
0019|     execution on the judgment has been returned unsatisfied in
    |
0020|     whole or in part;
    |
0021|                 (2)  the partnership is a debtor in
    |
0022|     bankruptcy;
    |
0023|                 (3)  the partner has agreed that the
    |
0024|     creditor need not exhaust partnership assets;
    |
0025|                 (4)  a court grants permission to the
    |
0001|     judgment creditor to levy execution against the assets of
    |
0002|     a partner based on a finding that partnership assets
    |
0003|     subject to execution are clearly insufficient to satisfy
    |
0004|     the judgment, that exhaustion of partnership assets is
    |
0005|     excessively burdensome, or that the grant of permission is
    |
0006|     an appropriate exercise of the court's equitable powers;
    |
0007|     or
    |
0008|                 (5)  liability is imposed on the partner by
    |
0009|     law or contract independent of the existence of the
    |
0010|     partnership.
    |
0011|            (e)  This section applies to any partnership
    |
0012|     liability or obligation resulting from a representation by
    |
0013|     a partner or purported partner under Section 308.
    |
0014|       Section 308.  LIABILITY OF PURPORTED PARTNER.--
    |
0015|            (a)  If a person, by words or conduct, purports
    |
0016|     to be a partner, or consents to being represented by
    |
0017|     another as a partner, in a partnership or with one or more
    |
0018|     persons not partners, the purported partner is liable to a
    |
0019|     person to whom the representation is made, if that person,
    |
0020|     relying on the representation, enters into a transaction
    |
0021|     with the actual or purported partnership.  If the
    |
0022|     representation, either by the purported partner or by a
    |
0023|     person with the purported partner's consent, is made in a
    |
0024|     public manner, the purported partner is liable to a person
    |
0025|     who relies upon the purported partnership even if the
    |
0001|     purported partner is not aware of being held out as a
    |
0002|     partner to the claimant.  If partnership liability
    |
0003|     results, the purported partner is liable with respect to
    |
0004|     that liability as if the purported partner were a partner. 
    |
0005|     If no partnership liability results, the purported partner
    |
0006|     is liable with respect to that liability jointly and
    |
0007|     severally with any other person consenting to the
    |
0008|     representation.
    |
0009|            (b)  If a person is thus represented to be a
    |
0010|     partner in an existing partnership, or with one or more
    |
0011|     persons not partners, the purported partner is an agent of
    |
0012|     persons consenting to the representation to bind them to
    |
0013|     the same extent and in the same manner as if the purported
    |
0014|     partner were a partner, with respect to persons who enter
    |
0015|     into transactions in reliance upon the representation.  If
    |
0016|     all of the partners of the existing partnership consent to
    |
0017|     the representation, a partnership act or obligation
    |
0018|     results.  If fewer than all of the partners of the
    |
0019|     existing partnership consent to the representation, the
    |
0020|     person acting and the partners consenting to the
    |
0021|     representation are jointly and severally liable.
    |
0022|            (c)  A person is not liable as a partner merely
    |
0023|     because the person is named by another in a statement of
    |
0024|     partnership authority.
    |
0025|            (d)  A person does not continue to be liable as
    |
0001|     a partner merely because of a failure to file a statement
    |
0002|     of dissociation or to amend a statement of partnership
    |
0003|     authority to indicate the partner's dissociation from the
    |
0004|     partnership.
    |
0005|            (e)  Except as otherwise provided in Subsections
    |
0006|     (a) and (b), persons who are not partners as to each other
    |
0007|     are not liable as partners to other persons.
    |
0008|                          ARTICLE 4
    |
0009|     RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
    |
0010|       Section 401.  PARTNER'S RIGHTS AND DUTIES.--
    |
0011|            (a)  Each partner is deemed to have an account
    |
0012|     that is:
    |
0013|                 (1)  credited with an amount equal to the
    |
0014|     money plus the value of any other property, net of the
    |
0015|     amount of any liabilities, the partner contributes to the
    |
0016|     partnership and the partner's share of the partnership
    |
0017|     profits; and
    |
0018|                 (2)  charged with an amount equal to the
    |
0019|     money plus the value of any other property, net of the
    |
0020|     amount of any liabilities, distributed by the partnership
    |
0021|     to the partner and the partner's share of the partnership
    |
0022|     losses.
    |
0023|            (b)  Each partner is entitled to an equal share
    |
0024|     of the partnership profits and, except as otherwise
    |
0025|     provided in Section 306 and Section 54-1-48 NMSA 1978, is
    |
0001|     chargeable with a share of the partnership losses in
    |
0002|     proportion to the partner's share of the profits.
    |
0003|            (c)  A partnership shall reimburse a partner for
    |
0004|     payments made and indemnify a partner for liabilities
    |
0005|     incurred by the partner in the ordinary course of the
    |
0006|     business of the partnership or for the preservation of its
    |
0007|     business or property.
    |
0008|            (d)  A partnership shall reimburse a partner for
    |
0009|     an advance to the partnership beyond the amount of capital
    |
0010|     the partner agreed to contribute.
    |
0011|            (e)  A payment or advance made by a partner
    |
0012|     which gives rise to a partnership obligation under
    |
0013|     Subsection (c) or (d) constitutes a loan to the
    |
0014|     partnership which accrues interest from the date of the
    |
0015|     payment or advance.
    |
0016|            (f)  Each partner has equal rights in the
    |
0017|     management and conduct of the partnership business.
    |
0018|            (g)  A partner may use or possess partnership
    |
0019|     property only on behalf of the partnership.
    |
0020|            (h)  A partner is not entitled to remuneration
    |
0021|     for services performed for the partnership, except for
    |
0022|     reasonable compensation for services rendered in winding
    |
0023|     up the business of the partnership.
    |
0024|            (i)  A person may become a partner only with the
    |
0025|     consent of all of the partners.
    |
0001|            (j)  A difference arising as to a matter in the
    |
0002|     ordinary course of business of a partnership may be
    |
0003|     decided by a majority of the partners.  An act outside the
    |
0004|     ordinary course of business of a partnership and an
    |
0005|     amendment to the partnership agreement may be undertaken
    |
0006|     only with the consent of all of the partners.
    |
0007|            (k)  This section does not affect the
    |
0008|     obligations of a partnership to other persons under
    |
0009|     Section 301.
    |
0010|       Section 402.  DISTRIBUTIONS IN KIND.--A partner has
    |
0011|     no right to receive, and may not be required to accept, a
    |
0012|     distribution in kind.
    |
0013|       Section 403.  PARTNER'S RIGHTS AND DUTIES WITH
    |
0014|     RESPECT TO INFORMATION.--
    |
0015|            (a)  A partnership shall keep its books and
    |
0016|     records, if any, at its chief executive office.
    |
0017|            (b)  A partnership shall provide partners and
    |
0018|     their agents and attorneys access to its books and
    |
0019|     records.  It shall provide former partners and their
    |
0020|     agents and attorneys access to books and records
    |
0021|     pertaining to the period during which they were partners. 
    |
0022|     The right of access provides the opportunity to inspect
    |
0023|     and copy books and records during ordinary business hours. 
    |
0024|     A partnership may impose a reasonable charge, covering the
    |
0025|     costs of labor and material, for copies of documents
    |
0001|     furnished.
    |
0002|            (c)  Each partner and the partnership shall
    |
0003|     furnish to a partner, and to the legal representative of a
    |
0004|     deceased partner or partner under legal disability:
    |
0005|                 (1)  without demand, any information
    |
0006|     concerning the partnership's business and affairs
    |
0007|     reasonably required for the proper exercise of the
    |
0008|     partner's rights and duties under the partnership
    |
0009|     agreement or the Uniform Partnership Act (1994); and
    |
0010|                 (2) on demand, any other information
    |
0011|     concerning the partnership's business and affairs, except
    |
0012|     to the extent the demand or the information demanded is
    |
0013|     unreasonable or otherwise improper under the
    |
0014|     circumstances.
    |
0015|       Section 404.  GENERAL STANDARDS OF PARTNER'S
    |
0016|     CONDUCT.--
    |
0017|            (a)  The only fiduciary duties a partner owes to
    |
0018|     the partnership and the other partners are the duty of
    |
0019|     loyalty and the duty of care set forth in Subsections (b)
    |
0020|     and (c).
    |
0021|            (b)  A partner's duty of loyalty to the
    |
0022|     partnership and the other partners is limited to the
    |
0023|     following:
    |
0024|                 (1)  to account to the partnership and hold
    |
0025|     as trustee for it any property, profit or benefit derived
    |
0001|     by the partner in the conduct and winding up of the
    |
0002|     partnership business or derived from a use by the partner
    |
0003|     of partnership property, including the appropriation of a
    |
0004|     partnership opportunity;
    |
0005|                 (2)  to refrain from dealing with the
    |
0006|     partnership in the conduct or winding up of the
    |
0007|     partnership business as or on behalf of a party having an
    |
0008|     interest adverse to the partnership; and
    |
0009|                 (3)  to refrain from competing with the
    |
0010|     partnership in the conduct of the partnership business
    |
0011|     before the dissolution of the partnership.
    |
0012|            (c)  A partner's duty of care to the partnership
    |
0013|     and the other partners in the conduct and winding up of
    |
0014|     the partnership business is limited to refraining from
    |
0015|     engaging in grossly negligent or reckless conduct,
    |
0016|     intentional misconduct or a knowing violation of law.
    |
0017|            (d)  A partner shall discharge the duties to the
    |
0018|     partnership and the other partners under the Uniform
    |
0019|     Partnership Act (1994) or under the partnership agreement
    |
0020|     and exercise any rights consistently with the obligation
    |
0021|     of good faith and fair dealing.  
    |
0022|            (e)  A partner does not violate a duty or
    |
0023|     obligation under the Uniform Partnership Act (1994) or
    |
0024|     under the partnership agreement merely because the
    |
0025|     partner's conduct furthers the partner's own interest.  
    |
0001|            (f)  A partner may lend money to and transact
    |
0002|     other business with the partnership, and as to each loan
    |
0003|     or transaction, the rights and obligations of the partner
    |
0004|     are the same as those of a person who is not a partner,
    |
0005|     subject to other applicable law.
    |
0006|            (g)  This section applies to a person winding up
    |
0007|     the partnership business as the personal or legal
    |
0008|     representative of the last surviving partner as if the
    |
0009|     person were a partner.
    |
0010|       Section 405.  ACTIONS BY PARTNERSHIP AND PARTNERS.--   
    |
0011|            (a)  A partnership may maintain an action
    |
0012|     against a partner for a breach of the partnership
    |
0013|     agreement, or for the violation of a duty to the
    |
0014|     partnership, causing harm to the partnership.
    |
0015|            (b)  A partner may maintain an action against
    |
0016|     the partnership or another partner for legal or equitable
    |
0017|     relief, with or without an accounting as to partnership
    |
0018|     business, to:
    |
0019|                 (1)  enforce the partner's rights under the
    |
0020|     partnership agreement;
    |
0021|                 (2)  enforce the partner's rights under the
    |
0022|     Uniform Partnership Act (1994), including:
    |
0023|                      (i)  the partner's rights under
    |
0024|     Section 401, 403 or 404;
    |
0025|                      (ii)  the partner's right on
    |
0001|     dissociation to have the partner's interest in the
    |
0002|     partnership purchased pursuant to Section 701 or enforce
    |
0003|     any other right under Article 6 or 7; or
    |
0004|                      (iii)  the partner's right to compel a
    |
0005|     dissolution and winding up of the partnership business
    |
0006|     under Section 801 or enforce any other right under Article
    |
0007|     8; or
    |
0008|                 (3)  enforce the rights and otherwise
    |
0009|     protect the interests of the partner, including rights and
    |
0010|     interests arising independently of the partnership
    |
0011|     relationship.
    |
0012|            (c)  The accrual of, and any time limitation on,
    |
0013|     a right of action for a remedy under this section is
    |
0014|     governed by other law.  A right to an accounting upon a
    |
0015|     dissolution and winding up does not revive a claim barred
    |
0016|     by law.
    |
0017|       Section 406.  CONTINUATION OF PARTNERSHIP BEYOND
    |
0018|     DEFINITE TERM OR PARTICULAR UNDERTAKING.--
    |
0019|            (a)  If a partnership for a definite term or
    |
0020|     particular undertaking is continued, without an express
    |
0021|     agreement, after the expiration of the term or completion
    |
0022|     of the undertaking, the rights and duties of the partners
    |
0023|     remain the same as they were at the expiration or
    |
0024|     completion, so far as is consistent with a partnership at
    |
0025|     will.
    |
0001|            (b)  If the partners, or those of them who
    |
0002|     habitually acted in the business during the term or
    |
0003|     undertaking, continue the business without any settlement
    |
0004|     or liquidation of the partnership, they are presumed to
    |
0005|     have agreed that the partnership will continue.
    |
0006|                          ARTICLE 5
    |
0007|             TRANSFEREES AND CREDITORS OF PARTNER
    |
0008|       Section 501.  PARTNER NOT CO-OWNER OF PARTNERSHIP
    |
0009|     PROPERTY.--A partner is not a co-owner of partnership
    |
0010|     property and has no interest in partnership property which
    |
0011|     can be transferred, either voluntarily or involuntarily.
    |
0012|       Section 502.  PARTNER'S TRANSFERABLE INTEREST IN 
    |
0013|     PARTNERSHIP.--The only transferable interest of a partner
    |
0014|     in the partnership is the partner's share of the profits
    |
0015|     and losses of the partnership and the partner's right to
    |
0016|     receive distributions.  The interest is personal property.
    |
0017|       Section 503.  TRANSFER OF PARTNER'S TRANSFERABLE 
    |
0018|     INTEREST.--
    |
0019|            (a)  A transfer, in whole or in part, of a
    |
0020|     partner's transferable interest in the partnership:
    |
0021|                 (1)  is permissible;
    |
0022|                 (2)  does not by itself cause the partner's
    |
0023|     dissociation or a dissolution and winding up of the
    |
0024|     partnership business; and
    |
0025|                 (3)  does not, as against the other
    |
0001|     partners or the partnership, entitle the transferee,
    |
0002|     during the continuance of the partnership, to participate
    |
0003|     in the management or conduct of the partnership business,
    |
0004|     to require access to information concerning partnership
    |
0005|     transactions or to inspect or copy the partnership books
    |
0006|     or records.
    |
0007|            (b)  A transferee of a partner's transferable
    |
0008|     interest in the partnership has a right:
    |
0009|                 (1)  to receive, in accordance with the
    |
0010|     transfer, distributions to which the transferor would
    |
0011|     otherwise be entitled; 
    |
0012|                 (2)  to receive upon the dissolution and
    |
0013|     winding up of the partnership business, in accordance with
    |
0014|     the transfer, the net amount otherwise distributable to
    |
0015|     the transferor; and 
    |
0016|                 (3)  to seek under Section 801(6) a
    |
0017|     judicial determination that it is equitable to wind up the
    |
0018|     partnership business.
    |
0019|            (c)  In a dissolution and winding up, a
    |
0020|     transferee is entitled to an account of partnership
    |
0021|     transactions only from the date of the latest account
    |
0022|     agreed to by all of the partners.
    |
0023|            (d)  Upon transfer, the transferor retains the
    |
0024|     rights and duties of a partner other than the interest in
    |
0025|     distributions transferred.
    |
0001|            (e)  A partnership need not give effect to a
    |
0002|     transferee's rights under this section until it has notice
    |

0003|     of the transfer.
    |
0004|            (f)  A transfer of a partner's transferable
    |
0005|     interest in the partnership in violation of a restriction
    |
0006|     on transfer contained in the partnership agreement is
    |
0007|     ineffective as to a person having notice of the
    |
0008|     restriction at the time of transfer.
    |
0009|       Section 504.  PARTNER'S TRANSFERABLE INTEREST SUBJECT
    |
0010|     TO CHARGING ORDER.--
    |
0011|            (a)  On application by a judgment creditor of a
    |
0012|     partner or of a partner's transferee, a court having
    |
0013|     jurisdiction may charge the transferable interest of the
    |
0014|     judgment debtor to satisfy the judgment.  The court may
    |
0015|     appoint a receiver of the share of the distributions due
    |
0016|     or to become due to the judgment debtor in respect of the
    |
0017|     partnership and make all other orders, directions,
    |
0018|     accounts and inquiries the judgment debtor might have made
    |
0019|     or which the circumstances of the case may require.
    |
0020|            (b)  A charging order constitutes a lien on the
    |
0021|     judgment debtor's transferable interest in the
    |
0022|     partnership.  The court may order a foreclosure of the
    |
0023|     interest subject to the charging order at any time.  The
    |
0024|     purchaser at the foreclosure sale has the rights of a
    |
0025|     transferee.
    |
0001|            (c)  At any time before foreclosure, an interest
    |
0002|     charged may be redeemed:
    |
0003|                 (1)  by the judgment debtor;
    |
0004|                 (2)  with property other than partnership
    |
0005|     property, by one or more of the other partners; or
    |
0006|                 (3)  with partnership property, by one or
    |
0007|     more of the other partners with the consent of all of the
    |
0008|     partners whose interests are not so charged.
    |
0009|            (d)  The Uniform Partnership Act (1994) does not
    |
0010|     deprive a partner of a right under exemption laws with
    |
0011|     respect to the partner's interest in the partnership.
    |
0012|            (e)  This section provides the exclusive remedy
    |
0013|     by which a judgment creditor of a partner or partner's
    |
0014|     transferee may satisfy a judgment out of the judgment
    |
0015|     debtor's transferable interest in the partnership.
    |
0016|                          ARTICLE 6
    |
0017|                    PARTNER'S DISSOCIATION
    |
0018|       Section 601.  EVENTS CAUSING PARTNER'S DISSOCIATION.--
    |
0019|     A partner is dissociated from a partnership upon the
    |
0020|     occurrence of any of the following events:
    |
0021|            (1)  the partnership's having notice of the
    |
0022|     partner's express will to withdraw as a partner or on a
    |
0023|     later date specified by the partner;
    |
0024|            (2)  an event agreed to in the partnership
    |
0025|     agreement as causing the partner's dissociation;
    |
0001|            (3)  the partner's expulsion pursuant to the
    |
0002|     partnership agreement;
    |
0003|            (4)  the partner's expulsion by the unanimous
    |
0004|     vote of the other partners if:
    |
0005|                 (i)  it is unlawful to carry on the
    |
0006|     partnership business with that partner;
    |
0007|                 (ii)  there has been a transfer of all or
    |
0008|     substantially all of that partner's transferable interest
    |
0009|     in the partnership, other than a transfer for security
    |
0010|     purposes, or a court order charging the partner's
    |
0011|     interest, which has not been foreclosed;
    |
0012|                 (iii)  within ninety days after the
    |
0013|     partnership notifies a corporate partner that it will be
    |
0014|     expelled because it has filed a certificate of dissolution
    |
0015|     or the equivalent, its charter has been revoked or its
    |
0016|     right to conduct business has been suspended by the
    |
0017|     jurisdiction of its incorporation, there is no revocation
    |
0018|     of the certificate of dissolution or no reinstatement of
    |
0019|     its charter or its right to conduct business; or
    |
0020|                 (iv)  a partnership that is a partner has
    |
0021|     been dissolved and its business is being wound up;
    |
0022|            (5)  on application by the partnership or
    |
0023|     another partner, the partner's expulsion by judicial
    |
0024|     determination because:
    |
0025|                 (i)  the partner engaged in wrongful
    |
0001|     conduct that adversely and materially affected the
    |
0002|     partnership business;
    |
0003|                 (ii)  the partner willfully or persistently
    |
0004|     committed a material breach of the partnership agreement
    |
0005|     or of a duty owed to the partnership or the other partners
    |
0006|     under Section 404; or
    |
0007|                 (iii)  the partner engaged in conduct
    |
0008|     relating to the partnership business which makes it not
    |
0009|     reasonably practicable to carry on the business in
    |
0010|     partnership with the partner;
    |
0011|            (6)  the partner's:
    |
0012|                 (i)  becoming a debtor in bankruptcy;
    |
0013|                 (ii)  executing an assignment for the
    |
0014|     benefit of creditors;
    |
0015|                 (iii)  seeking, consenting to or
    |
0016|     acquiescing in the appointment of a trustee, receiver or
    |
0017|     liquidator of that partner or of all or substantially all
    |
0018|     of that partner's property; or
    |
0019|                 (iv)  failing, within ninety days after the
    |
0020|     appointment, to have vacated or stayed the appointment of
    |
0021|     a trustee, receiver or liquidator of the partner or of all
    |
0022|     or substantially all of the partner's property obtained
    |
0023|     without the partner's consent or acquiescence or failing
    |
0024|     within ninety days after the expiration of a stay to have
    |
0025|     the appointment vacated;
    |
0001|            (7)  in the case of a partner who is an
    |
0002|     individual:
    |
0003|                 (i)  the partner's death;
    |
0004|                 (ii)  the appointment of a guardian or
    |
0005|     general conservator for the partner; or
    |
0006|                 (iii)  a judicial determination that the
    |
0007|     partner has otherwise become incapable of performing the
    |
0008|     partner's duties under the partnership agreement;
    |
0009|            (8)  in the case of a partner that is a trust or
    |
0010|     is acting as a partner by virtue of being a trustee of a
    |
0011|     trust, distribution of the trust's entire transferable
    |
0012|     interest in the partnership, but not merely by reason of
    |
0013|     the substitution of a successor trustee;
    |
0014|            (9)  in the case of a partner that is an estate
    |
0015|     or is acting as a partner by virtue of being a personal
    |
0016|     representative of an estate, distribution of the estate's
    |
0017|     entire transferable interest in the partnership, but not
    |
0018|     merely by reason of the substitution of a successor
    |
0019|     personal representative; or
    |
0020|            (10)  termination of a partner who is not an
    |
0021|     individual, partnership, corporation, trust or estate.
    |
0022|       Section 602.  PARTNER'S POWER TO DISSOCIATE--WRONGFUL
    |
0023|     DISSOCIATION.--
    |
0024|            (a)  A partner has the power to dissociate at
    |
0025|     any time, rightfully or wrongfully, by express will
    |
0001|     pursuant to Section 601(1).
    |
0002|            (b)  A partner's dissociation is wrongful only
    |
0003|     if:
    |
0004|                 (1)  it is in breach of an express
    |
0005|     provision of the partnership agreement; or
    |
0006|                 (2)  in the case of a partnership for a
    |
0007|     definite term or particular undertaking, before the
    |
0008|     expiration of the term or the completion of the
    |
0009|     undertaking:
    |
0010|                      (i)  the partner withdraws by express
    |
0011|     will, unless the withdrawal follows within ninety days
    |
0012|     after another partner's dissociation by death or otherwise
    |
0013|     under Section 601(6) through (10) or wrongful dissociation
    |
0014|     under Section 602(b);
    |
0015|                      (ii)  the partner is expelled by
    |
0016|     judicial  determination under Section 601(5);
    |
0017|                      (iii)  the partner is dissociated by
    |
0018|     becoming a debtor in bankruptcy; or
    |
0019|                      (iv)  in the case of a partner who is
    |
0020|     not an individual, trust other than a business trust or
    |
0021|     estate, the partner is expelled or otherwise dissociated
    |
0022|     because it willfully dissolved or terminated.
    |
0023|            (c)  A partner who wrongfully dissociates is
    |
0024|     liable to the partnership and to the other partners for
    |
0025|     damages caused by the dissociation.  The liability is in
    |
0001|     addition to any other obligation of the partner to the
    |
0002|     partnership or to the other partners.
    |
0003|       Section 603.  EFFECT OF PARTNER'S DISSOCIATION.--
    |
0004|            (a)  If a partner's dissociation results in a
    |
0005|     dissolution and winding up of the partnership business,
    |
0006|     Article 8 applies; otherwise, Article 7 applies.
    |
0007|            (b)  Upon a partner's dissociation:
    |
0008|                 (1)  the partner's right to participate in
    |
0009|     the management and conduct of the partnership business
    |
0010|     terminates, except as otherwise provided in Section 803;
    |
0011|                 (2)  the partner's duty of loyalty under
    |
0012|     Section 404(b)(3) terminates; and
    |
0013|                 (3)  the partner's duty of loyalty under
    |
0014|     Section 404(b)(1) and (2) and duty of care under Section
    |
0015|     404(c) continue only with regard to matters arising and
    |
0016|     events occurring before the partner's dissociation, unless
    |
0017|     the partner participates in winding up the partnership's
    |
0018|     business pursuant to Section 803.
    |
0019|                          ARTICLE 7
    |
0020|      PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
    |
0021|       Section 701.  PURCHASE OF DISSOCIATED PARTNER'S
    |
0022|     INTEREST.--
    |
0023|            (a)  If a partner is dissociated from a
    |
0024|     partnership without resulting in a dissolution and winding
    |
0025|     up of the partnership business under Section 801, the
    |
0001|     partnership shall cause the dissociated partner's interest
    |
0002|     in the partnership to be purchased for a buyout price
    |
0003|     determined pursuant to Subsection (b).
    |
0004|            (b)  The buyout price of a dissociated partner's
    |
0005|     interest is the amount that would have been distributable
    |
0006|     to the dissociating partner under Section 807(b) if, on
    |
0007|     the date of dissociation, the assets of the partnership
    |
0008|     were sold at a price equal to the greater of the
    |
0009|     liquidation value or the value based on a sale of the
    |
0010|     entire business as a going concern without the dissociated
    |
0011|     partner and the partnership were wound up as of that date. 
    |
0012|     Interest must be paid from the date of dissociation to the
    |
0013|     date of payment.
    |
0014|            (c)  Damages for wrongful dissociation under
    |
0015|     Section 602(b), and all other amounts owing, whether or
    |
0016|     not presently due, from the dissociated partner to the
    |
0017|     partnership, must be offset against the buyout price. 
    |
0018|     Interest must be paid from the date the amount owed
    |
0019|     becomes due to the date of payment.
    |
0020|            (d)  A partnership shall indemnify a dissociated
    |
0021|     partner whose interest is being purchased against all
    |
0022|     partnership liabilities, whether incurred before or after
    |
0023|     the dissociation, except liabilities incurred by an act of
    |
0024|     the dissociated partner under Section 702.  
    |
0025|            (e)  If no agreement for the purchase of a
    |
0001|     dissociated partner's interest is reached within one
    |
0002|     hundred twenty days after a written demand for payment,
    |
0003|     the partnership shall pay, or cause to be paid, in cash to
    |
0004|     the dissociated partner the amount the partnership
    |
0005|     estimates to be the buyout price and accrued interest,
    |
0006|     reduced by any offsets and accrued interest under
    |
0007|     Subsection (c).
    |
0008|            (f)  If a deferred payment is authorized under
    |
0009|     Subsection (h), the partnership may tender a written offer
    |
0010|     to pay the amount it estimates to be the buyout price and
    |
0011|     accrued interest, reduced by any offsets under Subsection
    |
0012|     (c), stating the time of payment, the amount and type of
    |
0013|     security for payment and the other terms and conditions of
    |
0014|     the obligation.
    |
0015|            (g)  The payment or tender required by
    |
0016|     Subsection (e) or (f) must be accompanied by the
    |
0017|     following:
    |
0018|                 (1)  a statement of partnership assets and
    |
0019|     liabilities as of the date of dissociation;
    |
0020|                 (2)  the latest available partnership
    |
0021|     balance sheet and income statement, if any;
    |
0022|                 (3)  an explanation of how the estimated
    |
0023|     amount of the payment was calculated; and
    |
0024|                 (4)  written notice that the payment is in
    |
0025|     full satisfaction of the obligation to purchase unless,
    |
0001|     within one hundred twenty days after the written notice,
    |
0002|     the dissociated partner commences an action to determine
    |
0003|     the buyout price, any offsets under Subsection (c) or
    |
0004|     other terms of the obligation to purchase.
    |
0005|            (h)  A partner who wrongfully dissociates before
    |
0006|     the expiration of a definite term or the completion of a
    |
0007|     particular undertaking is not entitled to payment of any
    |
0008|     portion of the buyout price until the expiration of the
    |
0009|     term or completion of the undertaking, unless the partner
    |
0010|     establishes to the satisfaction of the court that earlier
    |
0011|     payment will not cause undue hardship to the business of
    |
0012|     the partnership.  A deferred payment must be adequately
    |
0013|     secured and bear interest.
    |
0014|            (i)  A dissociated partner may maintain an
    |
0015|     action against the partnership, pursuant to Section
    |
0016|     405(b)(2)(ii), to determine the buyout price of that
    |
0017|     partner's interest, any offsets under Subsection (c), or
    |
0018|     other terms of the obligation to purchase.  The action
    |
0019|     must be commenced within one hundred twenty days after the
    |
0020|     partnership has tendered payment or an offer to pay or
    |
0021|     within one year after written demand for payment if no
    |
0022|     payment or offer to pay is tendered.  The court shall
    |
0023|     determine the buyout price of the dissociated partner's
    |
0024|     interest, any offset due under Subsection (c), and accrued
    |
0025|     interest and enter judgment for any additional payment or
    |
0001|     refund.  If deferred payment is authorized under
    |
0002|     Subsection (h), the court shall also determine the
    |
0003|     security for payment and other terms of the obligation to
    |
0004|     purchase.  The court may assess reasonable attorneys' fees
    |
0005|     and the fees and expenses of appraisers or other experts
    |
0006|     for a party to the action, in amounts the court finds
    |
0007|     equitable, against a party that the court finds acted
    |
0008|     arbitrarily, vexatiously or not in good faith.  The
    |
0009|     finding may be based on the partnership's failure to
    |
0010|     tender payment or an offer to pay or to comply with
    |
0011|     Subsection (g).
    |
0012|       Section 702.  DISSOCIATED PARTNER'S POWER TO BIND AND
    |
0013|     LIABILITY TO PARTNERSHIP.--
    |
0014|            (a)  For two years after a partner dissociates
    |
0015|     without resulting in a dissolution and winding up of the
    |
0016|     partnership business, the partnership, including a
    |
0017|     surviving partnership under Article 9, is bound by an act
    |
0018|     of the dissociated partner which would have bound the
    |
0019|     partnership under Section 301 before dissociation only if
    |
0020|     at the time of entering into the transaction the other
    |
0021|     party:
    |
0022|                 (1)  reasonably believed that the
    |
0023|     dissociated partner was then a partner;
    |
0024|                 (2)  did not have notice of the partner's
    |
0025|     dissociation; and
    |
0001|                 (3)  is not deemed to have had knowledge
    |
0002|     under Section 303(e) or notice under Section 704(c).
    |
0003|            (b)  A dissociated partner is liable to the
    |
0004|     partnership for any damage caused to the partnership
    |
0005|     arising from an obligation incurred by the dissociated
    |
0006|     partner after dissociation for which the partnership is
    |
0007|     liable under Subsection (a).
    |
0008|       Section 703.  DISSOCIATED PARTNER'S LIABILITY TO
    |
0009|     OTHER PERSONS.--
    |
0010|            (a)  A partner's dissociation does not of itself
    |
0011|     discharge the partner's liability for a partnership
    |
0012|     obligation incurred before dissociation.  A dissociated
    |
0013|     partner is not liable for a partnership obligation
    |
0014|     incurred after dissociation, except as otherwise provided
    |
0015|     in Subsection (b).
    |
0016|            (b)  A partner who dissociates without resulting
    |
0017|     in a dissolution and winding up of the partnership
    |
0018|     business is liable as a partner to the other party in a
    |
0019|     transaction entered into by the partnership, or a
    |
0020|     surviving partnership under Article 9, within two years
    |
0021|     after the partner's dissociation, only if the liability is
    |
0022|     owed for which the partner is liable under Section 306 and
    |
0023|     Section 54-1-48 NMSA 1978 and at the time of entering into
    |
0024|     the transaction the other party: 
    |
0025|                 (1)  reasonably believed that the
    |
0001|     dissociated partner was then a partner;
    |
0002|                 (2)  did not have notice of the partner's
    |
0003|     dissociation; and
    |
0004|                 (3)  is not deemed to have had knowledge
    |
0005|     under Section 303(e) or notice under Section 704(c).
    |
0006|            (c)  By agreement with the partnership creditor
    |
0007|     and the partners continuing the business, a dissociated
    |
0008|     partner may be released from liability for a partnership
    |
0009|     obligation.
    |
0010|            (d)  A dissociated partner is released from
    |
0011|     liability for a partnership obligation if a partnership
    |
0012|     creditor, with notice of the partner's dissociation but
    |
0013|     without the partner's consent, agrees to a material
    |
0014|     alteration in the nature or time of payment of a
    |
0015|     partnership obligation.
    |
0016|       Section 704.  STATEMENT OF DISSOCIATION.--
    |
0017|            (a)  A dissociated partner or the partnership
    |
0018|     may file a statement of dissociation stating the name of
    |
0019|     the partnership and that the partner is dissociated from
    |
0020|     the partnership.  
    |
0021|            (b)  A statement of dissociation is a limitation
    |
0022|     on the authority of a dissociated partner for the purposes
    |
0023|     of Section 303(d) and (e).
    |
0024|            (c)  For the purposes of Sections 702(a)(3) and
    |
0025|     703(b)(3), a person not a partner is deemed to have notice
    |
0001|     of the dissociation ninety days after the statement of
    |
0002|     dissociation is filed.
    |
0003|       Section 705.  CONTINUED USE OF PARTNERSHIP NAME.--Continued use of a partnership name, or a dissociated
    |
0004|     partner's name as part thereof, by partners continuing the
    |
0005|     business does not of itself make the dissociated partner
    |
0006|     liable for an obligation of the partners or the
    |
0007|     partnership continuing the business.
    |
0008|                          ARTICLE 8
    |
0009|               WINDING UP PARTNERSHIP BUSINESS
    |
0010|       Section 801.  EVENTS CAUSING DISSOLUTION AND WINDING
    |
0011|     UP OF PARTNERSHIP BUSINESS.--A partnership is dissolved,
    |
0012|     and its business must be wound up, only upon the
    |
0013|     occurrence of any of the following events:
    |
0014|            (1)  in a partnership at will, the partnership's
    |
0015|     having notice from a partner, other than a partner who is
    |
0016|     dissociated under Section 601(2) through (10), of that
    |
0017|     partner's express will to withdraw as a partner or on a
    |
0018|     later date specified by the partner;
    |
0019|            (2)  in a partnership for a definite term or
    |
0020|     particular undertaking:
    |
0021|                 (i)  the expiration of ninety days after a
    |
0022|     partner's dissociation by death or otherwise under Section
    |
0023|     601(6) through (10) or wrongful dissociation under Section
    |
0024|     602(b), unless before that time a majority in interest of
    |
0025|     the remaining partners, including partners who have
    |
0001|     rightfully dissociated pursuant to Section 601(b)(i),
    |
0002|     agree to continue the partnership;
    |
0003|                 (ii)  the express will of all of the
    |
0004|     partners to wind up the partnership business; or
    |
0005|                 (iii)  the expiration of the term or the
    |
0006|     completion of the undertaking;
    |
0007|            (3)  an event agreed to in the partnership
    |
0008|     agreement resulting in the winding up of the partnership
    |
0009|     business;
    |
0010|            (4)  an event that makes it unlawful for all or
    |
0011|     substantially all of the business of the partnership to be
    |
0012|     continued, but a cure of illegality within ninety days
    |
0013|     after notice to the partnership of the event is effective
    |
0014|     retroactively to the date of the event for purposes of
    |
0015|     this section;
    |
0016|            (5)  on application by a partner, a judicial
    |
0017|     determination that:
    |
0018|                 (i)  the economic purpose of the
    |
0019|     partnership is likely to be unreasonably frustrated;
    |
0020|                 (ii)  another partner has engaged in
    |
0021|     conduct relating to the partnership business which makes
    |
0022|     it not reasonably practicable to carry on the business in
    |
0023|     partnership with that partner; or
    |
0024|                 (iii)  it is not otherwise reasonably
    |
0025|     practicable to carry on the partnership business in
    |
0001|     conformity with the partnership agreement; or
    |
0002|            (6)  on application by a transferee of a
    |
0003|     partner's transferable interest, a judicial determination
    |
0004|     that it is equitable to wind up the partnership business:
    |
0005|                 (i)  after the expiration of the term or
    |
0006|     completion of the undertaking, if the partnership was for
    |
0007|     a definite term or particular undertaking at the time of
    |
0008|     the transfer or entry of the charging order that gave rise
    |
0009|     to the transfer; or
    |
0010|                 (ii)  at any time, if the partnership was a
    |
0011|     partnership at will at the time of the transfer or entry
    |
0012|     of the charging order that gave rise to the transfer.
    |
0013|       Section 802.  PARTNERSHIP CONTINUES AFTER
    |
0014|     DISSOLUTION.--
    |
0015|            (a)  Subject to Subsection (b), a partnership
    |
0016|     continues after dissolution only for the purpose of
    |
0017|     winding up its business.  The partnership is terminated
    |
0018|     when the winding up of its business is completed.
    |
0019|            (b)  At any time after the dissolution of a
    |
0020|     partnership and before the winding up of its business is
    |
0021|     completed, all of the partners, including any dissociating
    |
0022|     partner other than a wrongfully dissociating partner, may
    |
0023|     waive the right to have the partnership's business wound
    |
0024|     up and the partnership terminated.  In that event:
    |
0025|                 (1)  the partnership resumes carrying on
    |
0001|     its business as if dissolution had never occurred, and any
    |
0002|     liability incurred by the partnership or a partner after
    |
0003|     the dissolution and before the waiver is determined as if
    |
0004|     dissolution had never occurred; and
    |
0005|                 (2)  the rights of a third party accruing
    |
0006|     under Section 804(1) or arising out of conduct in reliance
    |
0007|     on the dissolution before the third party knew or received
    |
0008|     a notification of the waiver may not be adversely
    |
0009|     affected.
    |
0010|       Section 803.  RIGHT TO WIND UP PARTNERSHIP BUSINESS.--
    |
0011|            (a)  After dissolution, a partner who has not
    |
0012|     wrongfully dissociated may participate in winding up the
    |
0013|     partnership's business, but on application of any partner,
    |
0014|     partner's legal representative or transferee, the district
    |
0015|     court, for good cause shown, may order judicial
    |
0016|     supervision of the winding up.
    |
0017|            (b)  The legal representative of the last
    |
0018|     surviving partner may wind up a partnership's business.
    |
0019|            (c)  A person winding up a partnership's
    |
0020|     business may preserve the partnership business or property
    |
0021|     as a going concern for a reasonable time, prosecute and
    |
0022|     defend actions and proceedings, whether civil, criminal or
    |
0023|     administrative, settle and close the partnership's
    |
0024|     business, dispose of and transfer the partnership's
    |
0025|     property, discharge the partnership's liabilities,
    |
0001|     distribute the assets of the partnership pursuant to
    |
0002|     Section 807, settle disputes by mediation or arbitration
    |
0003|     and perform other necessary acts.
    |
0004|       Section 804.  PARTNER'S POWER TO BIND PARTNERSHIP
    |
0005|     AFTER DISSOLUTION.--Subject to Section 805, a partnership
    |
0006|     is bound by a partner's act after dissolution that:
    |
0007|            (1)  is appropriate for winding up the
    |
0008|     partnership business; or
    |
0009|            (2)  would have bound the partnership under
    |
0010|     Section 301 before dissolution, if the other party to the
    |
0011|     transaction did not have notice of the dissolution.
    |
0012|       Section 805.  STATEMENT OF DISSOLUTION.--
    |
0013|            (a)  After dissolution, a partner who has not
    |
0014|     wrongfully dissociated may file a statement of dissolution
    |
0015|     stating the name of the partnership and that the
    |
0016|     partnership has dissolved and is winding up its business.
    |
0017|            (b)  A statement of dissolution cancels a filed
    |
0018|     statement of partnership authority for the purposes of
    |
0019|     Section 303(d) and is a limitation on authority for the
    |
0020|     purposes of Section 303(e).
    |
0021|            (c)  For the purposes of Sections 301 and 804, a
    |
0022|     person not a partner is deemed to have notice of the
    |
0023|     dissolution and the limitation on the partners' authority
    |
0024|     as a result of the statement of dissolution ninety days
    |
0025|     after it is filed.
    |
0001|            (d)  After filing and, if appropriate, recording
    |
0002|     a statement of dissolution, a dissolved partnership may
    |
0003|     file and, if appropriate, record a statement of
    |
0004|     partnership authority which will operate with respect to a
    |
0005|     person not a partner as provided in Section 303(d) and (e)
    |
0006|     in any transaction, whether or not the transaction is
    |
0007|     appropriate for winding up the partnership business.
    |
0008|       Section 806.  PARTNER'S LIABILITY TO OTHER PARTNERS
    |
0009|     AFTER DISSOLUTION.--
    |
0010|            (a)  Except as otherwise provided in Subsection
    |
0011|     (b), after dissolution a partner is liable to the other
    |
0012|     partners for the partner's share of any partnership
    |
0013|     liability incurred under Section 804, unless the liability
    |
0014|     is not one for which the partner is liable under Section
    |
0015|     306 and Section 54-1-48 NMSA 1978.
    |
0016|            (b)  A partner who, with knowledge of the
    |
0017|     dissolution, incurs a partnership liability under Section
    |
0018|     804(2) by an act that is not appropriate for winding up
    |
0019|     the partnership business is liable to the partnership for
    |
0020|     any damage caused to the partnership arising from the
    |
0021|     liability.
    |
0022|       Section 807.  SETTLEMENT OF ACCOUNTS AND
    |
0023|     CONTRIBUTIONS AMONG PARTNERS.--
    |
0024|            (a)  In winding up a partnership's business, the
    |
0025|     assets of the partnership, including the contributions of
    |
0001|     the partners required by this section, must be applied to
    |
0002|     discharge its obligations to creditors, including, to the
    |
0003|     extent permitted by law, partners who are creditors.  Any
    |
0004|     surplus must be applied to pay in cash the net amount
    |
0005|     distributable to partners in accordance with their right
    |
0006|     to distributions under Subsection (b).
    |
0007|            (b)  Each partner is entitled to a settlement of
    |
0008|     all partnership accounts upon winding up the partnership
    |
0009|     business.  In settling accounts among the partners, the
    |
0010|     profits and losses that result from the liquidation of the
    |
0011|     partnership assets must be credited and charged to the
    |
0012|     partner's accounts.  The partnership shall make a
    |
0013|     distribution to a partner in an amount equal to any excess
    |
0014|     of the credits over the charges in the partner's account. 
    |
0015|     Except as otherwise provided in Section 306 and Section
    |
0016|     51-1-48 NMSA 1978, a partner shall contribute to the
    |
0017|     partnership an amount equal to any excess of the charges
    |
0018|     over the credits in the partner's account.
    |
0019|            (c)  If a partner fails to contribute, all of
    |
0020|     the other partners shall contribute, in the proportions in
    |
0021|     which those partners share partnership losses, the
    |
0022|     additional amount necessary to satisfy the partnership
    |
0023|     obligations.  A partner or partner's legal representative
    |
0024|     may recover from the other partners any contributions the
    |
0025|     partner makes to the extent the amount contributed exceeds
    |
0001|     that partner's share of the partnership obligations.
    |
0002|            (d)  Except as otherwise provided in Section 306
    |
0003|     and Section 54-1-48 NMSA 1978, after the settlement of
    |
0004|     accounts, each partner shall contribute, in the proportion
    |
0005|     in which the partner shares partnership losses, the amount
    |
0006|     necessary to satisfy partnership obligations that were not
    |
0007|     known at the time of the settlement.
    |
0008|            (e)  The estate of a deceased partner is liable
    |
0009|     for the partner's obligation to contribute to the
    |
0010|     partnership.
    |
0011|            (f)  An assignee for the benefit of creditors of
    |
0012|     a partnership or a partner, or a person appointed by a
    |
0013|     court to represent creditors of a partnership or a
    |
0014|     partner, may enforce a partner's obligation to contribute
    |
0015|     to the partnership.
    |
0016|                          ARTICLE 9
    |
0017|                   CONVERSIONS AND MERGERS
    |
0018|       Section 901.  DEFINITIONS.--As used in this article:
    |
0019|            (1)  "general partner" means a partner in a
    |
0020|     partnership and a general partner in a limited
    |
0021|     partnership; 
    |
0022|            (2)  "limited partner" means a limited partner
    |
0023|     in a limited partnership;
    |
0024|            (3)  "limited partnership" means a limited
    |
0025|     partnership created under the Uniform Limited Partnership
    |
0001|     Act, predecessor law or comparable law of another
    |
0002|     jurisdiction; and
    |
0003|            (4)  "partner" includes both a general partner
    |
0004|     and a limited partner.
    |
0005|       Section 902.  CONVERSION OF PARTNERSHIP TO LIMITED
    |
0006|     PARTNERSHIP.--
    |
0007|            (a)  A partnership may be converted to a limited
    |
0008|     partnership pursuant to this section.
    |
0009|            (b)  The terms and conditions of a conversion of
    |
0010|     a partnership to a limited partnership must be approved by
    |
0011|     all of the partners or by a number or percentage specified
    |
0012|     for conversion in the partnership agreement.
    |
0013|            (c)  After the conversion is approved by the
    |
0014|     partners, the partnership shall file a certificate of
    |
0015|     limited partnership in the jurisdiction in which the
    |
0016|     limited partnership is to be formed.  The certificate must
    |
0017|     include:
    |
0018|                 (1)  a statement that the partnership was
    |
0019|     converted to a limited partnership from a partnership;
    |
0020|                 (2)  its former name; and
    |
0021|                 (3)  a statement of the number of votes
    |
0022|     cast by the partners for and against the conversion and,
    |
0023|     if the vote is less than unanimous, the number or
    |
0024|     percentage required to approve the conversion under the
    |
0025|     partnership agreement.
    |
0001|            (d)  The conversion takes effect when the
    |
0002|     certificate of limited partnership is filed or at any
    |
0003|     later date specified in the certificate.
    |
0004|            (e)  A general partner who becomes a limited
    |
0005|     partner as a result of the conversion remains liable as a
    |
0006|     general partner for an obligation incurred by the
    |
0007|     partnership before the conversion takes effect.  If the
    |
0008|     other party to a transaction with the limited partnership
    |
0009|     reasonably believes when entering the transaction that the
    |
0010|     limited partner is a general partner, the limited partner
    |
0011|     is liable for an obligation incurred by the limited
    |
0012|     partnership within ninety days after the conversion takes
    |
0013|     effect.  The limited partner's liability for all other
    |
0014|     obligations of the limited partnership incurred after the
    |
0015|     conversion takes effect is that of a limited partner as
    |
0016|     provided in the Uniform Limited Partnership Act.
    |
0017|       Section 903.  CONVERSION OF LIMITED PARTNERSHIP TO
    |
0018|     PARTNERSHIP.--
    |
0019|            (a)  A limited partnership may be converted to a
    |
0020|     partnership pursuant to this section.
    |
0021|            (b)  Notwithstanding a provision to the contrary
    |
0022|     in a limited partnership agreement, the terms and
    |
0023|     conditions of a conversion of a limited partnership to a
    |
0024|     partnership must be approved by all of the partners.
    |
0025|            (c)  After the conversion is approved by the
    |
0001|     partners, the limited partnership shall cancel its
    |
0002|     certificate of limited partnership.
    |
0003|            (d)  The conversion takes effect when the
    |
0004|     certificate of limited partnership is canceled.
    |
0005|            (e)  A limited partner who becomes a general
    |
0006|     partner as a result of the conversion remains liable only
    |
0007|     as a limited partner for an obligation incurred by the
    |
0008|     limited partnership before the conversion takes effect. 
    |
0009|     The partner is liable as a general partner for an
    |
0010|     obligation of the partnership incurred after the
    |
0011|     conversion takes effect.
    |
0012|       Section 904.  EFFECT OF CONVERSION--ENTITY
    |
0013|     UNCHANGED.--
    |
0014|            (a)  A partnership or limited partnership that
    |
0015|     has been converted pursuant to this article is for all
    |
0016|     purposes the same entity that existed before the
    |
0017|     conversion.
    |
0018|            (b)  When a conversion takes effect:
    |
0019|                 (1)  all property owned by the converting
    |
0020|     partnership or limited partnership remains vested in the
    |
0021|     converted entity;
    |
0022|                 (2)  all obligations of the converting
    |
0023|     partnership or limited partnership continue as obligations
    |
0024|     of the converted entity; and
    |
0025|                 (3)  an action or proceeding pending
    |
0001|     against the converting partnership or limited partnership
    |
0002|     may be continued as if the conversion had not occurred.
    |
0003|       Section 905.  MERGER OF PARTNERSHIPS.--
    |
0004|            (a)  Pursuant to a plan of merger approved as
    |
0005|     provided in Subsection (c), a partnership may be merged
    |
0006|     with one or more partnerships or limited partnerships.
    |
0007|            (b)  The plan of merger must set forth:
    |
0008|                 (1)  the name of each partnership or
    |
0009|     limited partnership that is a party to the merger;
    |
0010|                 (2)  the name of the surviving entity into
    |
0011|     which the other partnerships or limited partnerships will
    |
0012|     merge;
    |
0013|                 (3)  whether the surviving entity is a
    |
0014|     partnership or a limited partnership and the status of
    |
0015|     each partner;
    |
0016|                 (4)  the terms and conditions of the
    |
0017|     merger;
    |
0018|                 (5)  the manner and basis of converting the
    |
0019|     interests of each party to the merger into interests or
    |
0020|     obligations of the surviving entity or into money or other
    |
0021|     property in whole or part; and
    |
0022|                 (6)  the street address of the surviving
    |
0023|     entity's chief executive office.
    |
0024|            (c)  The plan of merger must be approved:
    |
0025|                 (1)  in the case of a partnership that is a
    |
0001|     party to the merger, by all of the partners, or a number
    |
0002|     or percentage specified for merger in the partnership
    |
0003|     agreement; and
    |
0004|                 (2)  in the case of a limited partnership
    |
0005|     that is a party to the merger, by the vote required for
    |
0006|     approval of a merger by the law of the state or foreign
    |
0007|     jurisdiction in which the limited partnership is organized
    |
0008|     and, in the absence of such a specifically applicable law,
    |
0009|     by all of the partners, notwithstanding a provision to the
    |
0010|     contrary in the partnership agreement.
    |
0011|            (d)  After a plan of merger is approved and
    |
0012|     before the merger takes effect, the plan may be amended or
    |
0013|     abandoned as provided in the plan.
    |
0014|            (e)  The merger takes effect on the later of:
    |
0015|                 (1)  the approval of the plan of merger by
    |
0016|     all parties to the merger, as provided in Subsection (c);
    |
0017|                 (2)  the filing of all documents required
    |
0018|     by law to be filed as a condition to the effectiveness of
    |
0019|     the merger; or
    |
0020|                 (3)  any effective date specified in the
    |
0021|     plan of merger.
    |
0022|       Section 906.  EFFECT OF MERGER.--
    |
0023|            (a)  When a merger takes effect:
    |
0024|                 (1)  the separate existence of every
    |
0025|     partnership or limited partnership that is a party to the
    |
0001|     merger, other than the surviving entity, ceases;
    |
0002|                 (2)  all property owned by each of the
    |
0003|     merged partnerships or limited partnerships vests in the
    |
0004|     surviving entity;
    |
0005|                 (3)  all obligations of every partnership
    |
0006|     or limited partnership that is a party to the merger
    |
0007|     become the obligations of the surviving entity; and
    |
0008|                 (4)  an action or proceeding pending
    |
0009|     against a partnership or limited partnership that is a
    |
0010|     party to the merger may be continued as if the merger had
    |
0011|     not occurred or the surviving entity may be substituted as
    |
0012|     a party to the action or proceeding.
    |
0013|            (b)  The secretary of state of this state is the
    |
0014|     agent for service of process in an action or proceeding
    |
0015|     against a surviving foreign partnership or limited
    |
0016|     partnership to enforce an obligation of a domestic
    |
0017|     partnership or limited partnership that is a party to a
    |
0018|     merger.  The surviving entity shall promptly notify the
    |
0019|     secretary of state of the mailing address of its chief
    |
0020|     executive office and of any change of address.  Upon
    |
0021|     receipt of process, the secretary of state shall mail a
    |
0022|     copy of the process to the surviving foreign partnership
    |
0023|     or limited partnership.
    |
0024|            (c)  A partner of the surviving partnership or
    |
0025|     limited partnership is liable for:
    |
0001|                 (1)  all obligations of a party to the
    |
0002|     merger for which the partner was personally liable before
    |
0003|     the merger;
    |
0004|                 (2)  all other obligations of the surviving
    |
0005|     entity incurred before the merger by a party to the
    |
0006|     merger, but those obligations may be satisfied only out of
    |
0007|     property of the entity; and
    |
0008|                 (3)  all obligations of the surviving
    |
0009|     entity incurred after the merger takes effect, but those
    |
0010|     obligations may be satisfied only out of property of the
    |
0011|     entity if the partner is a limited partner.
    |
0012|            (d)  If the obligations incurred before the
    |
0013|     merger by a party to the merger are not satisfied out of
    |
0014|     the property of the surviving partnership or limited
    |
0015|     partnership, the general partners of that party
    |
0016|     immediately before the effective date of the merger shall
    |
0017|     contribute the amount necessary to satisfy that party's
    |
0018|     obligations to the surviving entity, in the manner
    |
0019|     provided in Section 807 or in the limited partnership act
    |
0020|     of the jurisdiction in which the party was formed, as the
    |
0021|     case may be, as if the merged party were dissolved.
    |
0022|            (e)  A partner of a party to a merger who does
    |
0023|     not become a partner of the surviving partnership or
    |
0024|     limited partnership is dissociated from the entity, of
    |
0025|     which that partner was a partner, as of the date the
    |
0001|     merger takes effect.  The surviving entity shall cause the
    |
0002|     partner's interest in the entity to be purchased under
    |
0003|     Section 701 or another statute specifically applicable to
    |
0004|     that party's interest with respect to a merger.  The
    |
0005|     surviving entity is bound under Section 702 by an act of a
    |
0006|     general partner dissociated under this subsection, and the
    |
0007|     partner is liable under Section 703 for transactions
    |
0008|     entered into by the surviving entity after the merger
    |
0009|     takes effect.
    |
0010|       Section 907.  STATEMENT OF MERGER.--
    |
0011|            (a)  After a merger, the surviving partnership
    |
0012|     or limited partnership may file a statement that one or
    |
0013|     more partnerships or limited partnerships have merged into
    |
0014|     the surviving entity.
    |
0015|            (b)  A statement of merger must contain:
    |
0016|                 (1)  the name of each partnership or
    |
0017|     limited partnership that is a party to the merger;
    |
0018|                 (2)  the name of the surviving entity into
    |
0019|     which the other partnerships or limited partnerships were
    |
0020|     merged;
    |
0021|                 (3)  the street address of the surviving
    |
0022|     entity's chief executive office and of an office in this
    |
0023|     state, if any; and
    |
0024|                 (4)  whether the surviving entity is a
    |
0025|     partnership or a limited partnership.
    |
0001|            (c)  Except as otherwise provided in Subsection
    |
0002|     (d), for the purposes of Section 302, property of the
    |
0003|     surviving partnership or limited partnership which before
    |
0004|     the merger was held in the name of another party to the
    |
0005|     merger is property held in the name of the surviving
    |
0006|     entity upon filing a statement of merger.
    |
0007|            (d)  For the purposes of Section 302, real
    |
0008|     property of the surviving partnership or limited
    |
0009|     partnership which before the merger was held in the name
    |
0010|     of another party to the merger is property held in the
    |
0011|     name of the surviving entity upon recording a certified
    |
0012|     copy of the statement of merger in the office for
    |
0013|     recording transfers of that real property.
    |
0014|            (e)  A filed and, if appropriate, recorded
    |
0015|     statement of merger, executed and declared to be accurate
    |
0016|     pursuant to Section 105(c), stating the name of a
    |
0017|     partnership or limited partnership that is a party to the
    |
0018|     merger in whose name property was held before the merger
    |
0019|     and the name of the surviving entity, but not containing
    |
0020|     all of the other information required by Subsection (b),
    |
0021|     operates with respect to the partnerships or limited
    |
0022|     partnerships named to the extent provided in Subsections
    |
0023|     (c) and (d).
    |
0024|       Section 908.  NONEXCLUSIVE.--This article is not
    |
0025|     exclusive.  Partnerships or limited partnerships may be
    |
0001|     converted or merged in any other manner provided by law.
    |
0002|                          ARTICLE 10
    |
0003|                   MISCELLANEOUS PROVISIONS
    |
0004|       Section 1001.--UNIFORMITY OF APPLICATION AND
    |
0005|     CONSTRUCTION.--The Uniform Partnership Act (1994) shall be
    |
0006|     applied and construed to effectuate its general purpose to
    |
0007|     make uniform the law with respect to the subject of that
    |
0008|     act among states enacting it.
    |
0009|       Section 1002.  SHORT TITLE.--This act may be cited as
    |
0010|     the "Uniform Partnership Act (1994)".
    |
0011|       Section 1003.  SAVINGS CLAUSE.--The Uniform
    |
0012|     Partnership Act (1994) does not affect an action or
    |
0013|     proceeding commenced or right accrued before that act
    |
0014|     takes effect.
    |
0015|       Section 1004.  REPEAL.--Sections 54-1-1 through 54-1-43 NMSA 1978 (being Laws 1947, Chapter 37, Sections 1
    |
0016|     through 43, as amended) are repealed.
    |
0017|       Section 1005.  SEVERABILITY.--If any provision of the
    |
0018|     Uniform Partnership Act (1994) or its application to any
    |
0019|     person or circumstance is held invalid, the invalidity
    |
0020|     does not affect other provisions or applications of that
    |
0021|     act which can be given effect without the invalid
    |
0022|     provision or application, and to this end the provisions
    |
0023|     of that act are severable.  
    |
0024|       Section 1006.  APPLICABILITY.--
    |
0025|            (a)  Before January 1, 2000, the Uniform
    |
0001|     Partnership Act (1994) governs only a partnership formed:
    |
0002|                 (1)  after the effective date of that act,
    |
0003|     unless that partnership is continuing the business of a
    |
0004|     dissolved partnership under Section 54-1-41 NMSA 1978, a
    |
0005|     part of the prior Uniform Partnership Act; and
    |
0006|                 (2)  before the effective date of that act,
    |
0007|     that elects, as provided by Subsection (c), to be governed
    |
0008|     by that act.
    |
0009|            (b)  After January 1, 2000, the Uniform
    |
0010|     Partnership Act (1994) governs all partnerships.
    |
0011|            (c)  Before January 1, 2000, a partnership
    |
0012|     voluntarily may elect, in the manner provided in its
    |
0013|     partnership agreement or by law for amending the
    |
0014|     partnership agreement, to be governed by the Uniform
    |
0015|     Partnership Act (1994).  Except as otherwise provided in
    |
0016|     Section 306, the provisions of that act relating to the
    |
0017|     liability of the partnership's partners to third parties
    |
0018|     apply to limit those partners' liability to a third party
    |
0019|     who had done business with the partnership within one year
    |
0020|     preceding the partnership's election to be governed by
    |
0021|     that act, only if the third party knows or has received a
    |
0022|     notification of the partnership's election to be governed
    |
0023|     by that act.
    |
0024|       Section 1007.  EFFECTIVE DATE.--The effective date of
    |
0025|     the provisions of this act is July 1, 1997.
    |
0001|                                                       State of New Mexico
    |
0002|                    House of Representatives
    |
0003|   
    |
0004|                    FORTY-SECOND LEGISLATURE
    |
0005|                      SECOND SESSION, 1996
    |
0006|   
    |
0007|   
    |
0008|                                              February 1, 1996
    |
0009|   
    |
0010|   
    |
0011|   Mr. Speaker:
    |
0012|   
    |
0013|       Your BUSINESS AND INDUSTRY COMMITTEE, to whom has
    |
0014|   been referred
    |
0015|   
    |
0016|                         HOUSE BILL 255
    |
0017|                                
    |
0018|                                 has had it under consideration and reports same with
    |
0019|   recommendation that it DO PASS, and thence referred to the
    |
0020|   JUDICIARY COMMITTEE.
    |
0021|   
    |
0022|                                Respectfully submitted,
    |
0023|   
    |
0024|   
    |
0025|   
    |
0001|                                <u>                                 
</u>    |
<u></u>0002| <u>  </u>                            Fred Luna, Chairman
    |
0003|   
    |
0004|   
    |
0005|   Adopted <u>                    </u>    Not Adopted <u>                     
</u>    |
<u></u>0006| <u>  </u>
    |
0007|            (Chief Clerk)                       (Chief Clerk)
    |
0008|   
    |
0009|                      Date <u>            </u>
    |
0010|   
    |
0011|   The roll call vote was<u> 9 </u> For<u> 0 </u> Against
    |
0012|   Yes:          9
    |
0013|   Excused: Olguin, Gurule, Varela
    |
0014|   Absent:  None
    |
0015|   
    |
0016|   
    |
0017|   
    |
0018|                                                              
    |
0019|     H0255BI1                     State of New Mexico
    |
0020|                    House of Representatives
    |
0021|   
    |
0022|                    FORTY-SECOND LEGISLATURE
    |
0023|                      SECOND SESSION, 1996
    |
0024|   
    |
0025|   
    |
0001|                                              February 5, 1996
    |
0002|   
    |
0003|   
    |
0004|   Mr. Speaker:
    |
0005|   
    |
0006|       Your JUDICIARY COMMITTEE, to whom has been referred
    |
0007|   
    |
0008|                        HOUSE BILL 255
    |
0009|                                
    |
0010|                                 has had it under consideration and reports same with
    |
0011|   recommendation that it DO PASS.
    |
0012|   
    |
0013|                                Respectfully submitted,
    |
0014|   
    |
0015|   
    |
0016|   
    |
0017|                                <u>                                 
</u>    |
<u></u>0018| <u>  </u>                            Cisco McSorley, Chairman
    |
0019|   
    |
0020|   
    |
0021|   Adopted <u>                    </u>    Not Adopted <u>                     
</u>    |
<u></u>0022| <u>  </u>
    |
0023|            (Chief Clerk)                       (Chief Clerk)
    |
0024|   
    |
0025|                      Date <u>            </u>
    |
0001|   
    |
0002|   The roll call vote was<u> 7 </u> For<u> 0 </u> Against
    |
0003|   Yes:          7
    |
0004|   Excused: Baca, King, Larranaga, Stewart, McSorley, Sanchez, R.G.
    |
0005|   Absent:  None
    |
0006|   
    |
0007|   
    |
0008|                                                              
    |
0009|     H0255JC1
    |
0010|   
    |
0011|                    FORTY-SECOND LEGISLATURE
    |
0012|                      SECOND SESSION, 1996
    |
0013|   
    |
0014|   
    |
0015|                                             February 12, 1996
    |
0016|   
    |
0017|   Mr. President:
    |
0018|   
    |
0019|     Your CORPORATIONS & TRANSPORTATION COMMITTEE, to
    |
0020|   whom has been referred
    |
0021|   
    |
0022|                         HOUSE BILL 255
    |
0023|   
    |
0024|   has had it under consideration and reports same with
    |
0025|   recommendation that it DO PASS, and thence referred to the
    |
0001|   JUDICIARY COMMITTEE.
    |
0002|   
    |
0003|                              Respectfully submitted,
    |
0004|   
    |
0005|   
    |
0006|   
    |
0007|                              __________________________________
    |
0008|                              Roman M. Maes, III, Chairman 
    |
0009|   
    |
0010|   
    |
0011|   
    |
0012|   Adopted_______________________ Not Adopted_______________________
    |
0013|             (Chief Clerk)                          (Chief Clerk)
    |
0014|   
    |
0015|   
    |
0016|                     Date ________________________
    |
0017|   
    |
0018|   
    |
0019|   The roll call vote was <u>7 </u> For <u> 0 </u> Against
    |
0020|   Yes:  7
    |
0021|   No:        0
    |
0022|   Excused:   McKibben, Robinson
    |
0023|   Absent:    None
    |
0024|   
    |
0025|   
    |
0001|   H0255CT1
    |
0002|   
    |
0003|     
    |
0004|   
    |
0005|                    FORTY-SECOND LEGISLATURE
    |
0006|                      SECOND SESSION, 1996
    |
0007|   
    |
0008|   
    |
0009|                                             February 14, 1996
    |
0010|   
    |
0011|   Mr. President:
    |
0012|   
    |
0013|     Your JUDICIARY COMMITTEE, to whom has been referred
    |
0014|   
    |
0015|                         HOUSE BILL 255
    |
0016|   
    |
0017|   has had it under consideration and reports same with
    |
0018|   recommendation that it DO PASS.
    |
0019|   
    |
0020|                              Respectfully submitted,
    |
0021|   
    |
0022|   
    |
0023|   
    |
0024|                              __________________________________
    |
0025|                              Janice D. Paster, Chairman 
    |
0001|   
    |
0002|   
    |
0003|   
    |
0004|   Adopted_______________________ Not Adopted_______________________
    |
0005|             (Chief Clerk)                          (Chief Clerk)
    |
0006|   
    |
0007|   
    |
0008|   
    |
0009|                     Date ________________________
    |
0010|   
    |
0011|   
    |
0012|   The roll call vote was <u> 5 </u> For <u> 0 </u> Against
    |
0013|   Yes:  5
    |
0014|   No:        0
    |
0015|   Excused:   None
    |
0016|   Absent:    Carraro, Stefanics, Tsosie, Vernon
    |
0017|   
    |
0018|   
    |
0019|   H0255JU1
    |
0020|   
    |