§ 54-2A-805 — Liability after dissolution of general partner and person

dissociated as general partner to limited partnership, other general partners and persons dissociated as general partner. A. If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation pursuant to Subsection A of Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act by an act that is not appropriate for winding up the partnership's activities, the general partner is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability. B. If a person dissociated as a general partner causes a limited partnership to incur an obligation pursuant to Subsection B of Section 804 of the Uniform Revised Limited Partnership Act, the person is liable: (1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and (2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.

Legislative History

Laws 2007, ch. 129, § 805.