A. The Uniform Revised Limited Partnership Act governs only:
(1) a limited partnership formed on or after January 1, 2008; and
(2) except as otherwise provided in Subsections B and C of this section, a limited partnership formed before January 1, 2008 that elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to the Uniform Revised Limited Partnership Act, and that presents to the secretary of state for filing:
(a) an amended and restated certificate of limited partnership stating that it elects to be subject to that act if the filing is made before January 1, 2010; or
(b) if the filing is made on or after January 1, 2010, an amended and restated certificate of limited partnership stating the information required by Section 54-2A-201 NMSA 1978. The "liability effective date" with respect to the limited partnership is the date that is ninety days after a limited partnership described in this paragraph files with the secretary of state an amended and restated certificate of limited partnership stating the information required by Section 54-2A-201 NMSA 1978.
B. With respect to a limited partnership formed before January 1, 2008 that elects pursuant to Paragraph (2) of Subsection A of this section to be subject to the Uniform Revised Limited Partnership Act, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) Subsection C of Section 54-2A-104 NMSA 1978 does not apply and the limited partnership has whatever duration it had pursuant to the law applicable immediately before January 1, 2008;
(2) Sections 54-2A-601 and 54-2A-602 NMSA 1978 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before January 1, 2008;
(3) Subsection D of Section 54-2A-603 NMSA 1978 does not apply;
(4) Subsection E of Section 54-2A-603 NMSA 1978 does not apply and a court has the same power to expel a general partner as the court had immediately before January 1, 2008; and
(5) Subsection C of Section 54-2A-801 NMSA 1978 does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before January 1, 2008.
C. With respect to a limited partnership that elects pursuant to Paragraph (2) of Subsection A of this section to be subject to the Uniform Revised Limited Partnership Act, after the election takes effect the provisions of the Uniform Revised Limited Partnership Act relating to the liability of the limited partnership's general partners to third parties apply:
(1) before the liability effective date, to:
(a) a third party that had not done business with the limited partnership in the year before the election took effect; and
(b) a third party that had done business with the limited partnership in the year before the election took effect only if the third party knows or has received a notification of the election; and
(2) on and after the liability effective date, to all third parties, but those provisions remain inapplicable to any obligation incurred while those provisions were inapplicable pursuant to Subparagraph (b) of Paragraph (1) of this subsection.
D. Until a limited partnership formed before January 1, 2008 elects to be governed by the Uniform Revised Limited Partnership Act, the limited partnership shall continue to be governed by the provisions of the Uniform Limited Partnership Act under which the limited partnership was formed as if that act had not been repealed, except that the limited partnership shall not be renewed unless so provided in the original agreement or in the manner provided in its partnership agreement or by law for amending the partnership agreement.
E. After January 1, 2010, the Uniform Revised Limited Partnership Act governs a foreign limited partnership formed at any time.
F. Certificates of limited partnership filed with a county clerk before July 1, 1993 may be refiled with the secretary of state. Such a refiling supersedes the filing in the county clerk's office. Such a refiling without compliance with the provisions of Paragraph (2) of Subsection A of this section is not an election to be subject to the Uniform Revised Limited Partnership Act. Certificates of limited partnership not refiled with the secretary of state shall remain valid until expiration or until cancellation pursuant to a certificate of cancellation filed with the county clerk.
History: Laws 2007, ch. 129, § 1204; 2009, ch. 181, § 4.
ANNOTATIONSCompiler's notes. — Laws 2007, ch. 129, § 1206 repealed the Uniform Limited Partnership Act, Sections 54-2-1 through 54-2-63 NMSA 1978, effective January 1, 2009.
The 2009 amendment, effective July 1, 2009, in Subparagraph (a) of Paragraph (2) of Subsection A, changed "2009" to "2010" and in Subsection E, changed "2009" to "2010".