New Mexico Statutes 54-1A-903. Conversion of limited partnership to partnership
(a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership must be approved by all of the partners.
Terms Used In New Mexico Statutes 54-1A-903
- general partner: means a partner in a partnership and a general partner in a limited partnership. See New Mexico Statutes 54-1A-901
- limited partner: means a limited partner in a limited partnership. See New Mexico Statutes 54-1A-901
- limited partnership: means a limited partnership created under the Uniform Limited Partnership Act [repealed], predecessor law or comparable law of another jurisdiction. See New Mexico Statutes 54-1A-901
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- partner: includes both a general partner and a limited partner. See New Mexico Statutes 54-1A-901
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a general partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. Except as otherwise provided in section 54-1A-306 N.M. Stat. Ann., the partner is liable as a general partner for an obligation of the partnership incurred after the conversion takes effect.