SENATE BILL 11

49th legislature - STATE OF NEW MEXICO - first session, 2009

INTRODUCED BY

Cisco McSorley

FOR THE

COURTS, CORRECTIONS AND JUSTICE COMMITTEE

AN ACT

RELATING TO BUSINESS; MAKING TECHNICAL AMENDMENTS TO THE UNIFORM REVISED LIMITED PARTNERSHIP ACT.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:

     Section 1. Section 54-2A-101 NMSA 1978 (being Laws 2007, Chapter 129, Section 101) is amended to read:

     "54-2A-101. SHORT TITLE.--[This act] Chapter 54, Article 2A NMSA 1978 may be cited as the "Uniform Revised Limited Partnership Act"."

     Section 2. Section 54-2A-108 NMSA 1978 (being Laws 2007, Chapter 129, Section 108) is amended to read:

     "54-2A-108. NAME.--

          A. The name of a limited partnership may contain the name of any partner. Because each partnership that is formed pursuant to the Uniform Revised Limited Partnership Act or that elects to be governed by that act shall be a limited liability limited partnership, the name of such a limited liability limited partnership shall contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and shall not contain the abbreviation "LP" or "L.P.".

          B. Subject to the provisions of Subsection F of this section, the name of a foreign limited partnership that is not a limited liability limited partnership shall contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and shall not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P.".

          C. Subject to the provisions of Subsection F of this section, the name of a foreign limited liability limited partnership shall contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and shall not contain the abbreviation "L.P." or "LP".

          D. Unless authorized by Subsection E of this section, the name of a limited partnership [must] shall be distinguishable in the records of the secretary of state from:

                (1) the name of each person other than an individual incorporated, organized or authorized to transact business in this state; 

                (2) each name reserved pursuant to Section [109 of the Uniform Revised Limited Partnership Act] 54-2A-109 NMSA 1978 or Section 53-11-8 or 53-19-4 NMSA 1978; and

                (3) each name registered pursuant to Section 53-11-9 NMSA 1978.

          E. A limited partnership may apply to the secretary of state for authorization to use a name that does not comply with Subsection D of this section. The secretary of state shall authorize use of the name applied for if, as to each conflicting name:

                 (1) the present user, registrant or owner of the conflicting name consents in a signed record to the use and submits an undertaking in a form satisfactory to the secretary of state to change the conflicting name to a name that complies with Subsection D of this section and is distinguishable in the records of the secretary of state from the name applied for;

                (2) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use in this state the name applied for; or

                (3) the applicant delivers to the secretary of state proof satisfactory to the secretary of state that the present user, registrant or owner of the conflicting name:

                     (a) has merged into the applicant;

                     (b) has been converted into the applicant; or

                     (c) has transferred substantially all of its assets, including the conflicting name, to the applicant.

          F. Subject to Section [905 of the Uniform Revised Limited Partnership Act] 54-2A-905 NMSA 1978, this section applies to any foreign limited partnership transacting business in this state, having a certificate of authority to transact business in this state or applying for a certificate of authority."

     Section 3. Section 54-2A-902 NMSA 1978 (being Laws 2007, Chapter 129, Section 902) is amended to read:

     "54-2A-902. APPLICATION FOR CERTIFICATE OF

AUTHORITY.--

          A. Before transacting business in New Mexico, a foreign limited partnership must have a certificate of authority to transact business in New Mexico. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state:

                (1) the name of the foreign limited partnership and, if the name does not comply with Section [108 of the Uniform Revised Limited Partnership Act] 54-2A-108 NMSA 1978, an alternate name adopted pursuant to Subsection A of Section [905 of the Uniform Revised Limited Partnership Act] 54-2A-905 NMSA 1978;

                (2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized;

                (3) any identification number issued to the foreign limited partnership by the foreign official; "foreign official" means the secretary of state or other official having custody of the foreign limited partnership's publicly filed records in the state or other jurisdiction under whose law the foreign limited partnership is organized;

                (4) the street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;

                (5) the name and street and mailing address of the foreign limited partnership's initial agent for service of process in this state;

                (6) the name and street and mailing address of each of the foreign limited partnership's general partners; and

                (7) whether the foreign limited partnership is a foreign limited liability limited partnership.

          B. A foreign limited partnership shall deliver with the completed application:

                (1) a certificate of existence or a record of similar import signed by the foreign official; and

                (2) if the foreign official is located outside of the United States of America, a certified copy of the limited partnership certificate or a record of similar import showing that it was filed with the foreign official.

          C. A certificate or a certified copy described in Subsection B of this section is a part of the application for all purposes. It shall be revised or corrected as required by Section [906 of the Uniform Revised Limited Partnership Act] 54-2A-906 NMSA 1978. If it does not use the English language and Arabic numbers, it shall be accompanied by a certified translation. A certification or a certification of a copy or a translation shall be dated within thirty days of its presentation to the secretary of state for filing. A certificate shall state the information listed in Subsection A of Section [209 of the Uniform Revised Limited Partnership Act] 54-2A-209 NMSA 1978 or information of similar import."

     Section 4. EFFECTIVE DATE.--The effective date of the provisions of this act is July 1, 2009.

- 6 -