(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under Section 54-1A-1001 NMSA 1978.
History: Laws 1996, ch. 53, § 201; 1997, ch. 76, § 4.
ANNOTATIONSThe 1997 amendment, effective July 1, 1997, added the Subsection (a) designation and added Subsection (b).
Partnership by estoppel. — Before an individual can be held a partner by estoppel and thus subject to the unique liabilities of the partnership relationship, the sum total of the acts must be that there was a relationship of some sort between the individuals which shows a representation of the essential elements of a partnership relationship. Isolated acts and statements may be treated as such representations. Gilbert v. Howard, 1958-NMSC-069, 64 N.M. 200, 326 P.2d 1085.
Actions in and of themselves or when considered cumulatively as establishing a pattern of conduct must show a representation of an association of two or more persons to carry on as co-owners a business for profit, as that is the statutory definition of a partnership. Gilbert v. Howard, 1958-NMSC-069, 64 N.M. 200, 326 P.2d 1085.
Partnership as entity, modern tendency. — While a partnership at common law was not considered a distinct entity from the partners composing it, the modern tendency is the other way, i.e., to treat a partnership as an entity distinct from and independent of the individuals composing it. Loucks v. Albuquerque Nat'l Bank, 1966-NMSC-176, 76 N.M. 735, 418 P.2d 191.
Right to sue and be sued. — A partnership is a distinct legal entity to the extent that it may sue or be sued in the partnership name. Salswedel v. Enerpharm, Ltd., 1988-NMCA-089, 107 N.M. 728, 764 P.2d 499.
Partnership treated as customer. — Pursuant to Section 55-1-201 NMSA 1978, a partnership may be a customer to whom the bank is required to respond in damages for any wrongful dishonor. Loucks v. Albuquerque Nat'l Bank, 1966-NMSC-176, 76 N.M. 735, 418 P.2d 191.
Residence requirements for partners. — Under New Mexico law, a partnership may not have a residence separate and distinct from that of its partners. If all the partners of a partnership organized under New Mexico law and doing business within this state reside without the state, such partnership cannot qualify for an agent's license to conduct an insurance business in New Mexico. If, however, one or more of the partners reside within the state then such a partnership meets all the residence requirements found in Section 59-5-20 NMSA 1978 (now see Section 59A-12-12 NMSA 1978). 1958 Op. Att'y Gen. No. 58-199.
Law reviews. — For note, "Employment Discrimination - Partnership Employment Decisions and a Forecast of Impact: Hishon v. King & Spalding," see 16 N.M.L. Rev. 101 (1986).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 59A Am. Jur. 2d Partnership § 2 et seq.
Validity of partnership agreement between husband and wife, 20 A.L.R. 1364, 157 A.L.R. 652.
Partnership as permissible basis of classification for purposes of license or privilege tax, 106 A.L.R. 662.
Lease or tenancy agreement as creating partnership relationship between lessor and lessee, 131 A.L.R. 508.
Partnership as distinguished from employment, 137 A.L.R. 6
What creates partnership relation between cotenants of property, 150 A.L.R. 1003.
Residence of partnership for purposes of statutes authorizing attachment or garnishment on ground of nonresidence, 9 A.L.R.2d 471.
Delay as defense in action for accounting between joint adventurers, 13 A.L.R.2d 765.
Corporation's power to enter into partnership or joint venture, 60 A.L.R.2d 917.
Mining grubstake contracts, 70 A.L.R.2d 904.
68 C.J.S. Partnership § 1 et seq.