New Mexico § 54-2A-607 Liability to other persons of person dissociated as

New Mexico Statutes

§ 54-2A-607 — Liability to other persons of person dissociated as

New Mexico § 54-2A-607

Ch. 54Partnerships

Art. 6Dissociation

This text of New Mexico § 54-2A-607 (Liability to other persons of person dissociated as) is published on Counsel Stack Legal Research, covering New Mexico primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.M. Stat. Ann. § 54-2A-607 (2026).

Text

general partner.

A.A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections B and C of this section, the person is not liable for a limited partnership's obligation incurred after dissociation.

B.A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner pursuant to Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act on an obligation incurred by the limited partnership pursuant to Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act. C.

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general partner. A. A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections B and C of this section, the person is not liable for a limited partnership's obligation incurred after dissociation. B. A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner pursuant to Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act on an obligation incurred by the limited partnership pursuant to Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act. C. A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if: (1) a general partner would be liable on the transaction; and (2) at the time the other party enters into the transaction: (a) less than two years has passed since the dissociation; and (b) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner. D. By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership. E. A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.