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AN ACT

RELATING TO BUSINESS LAW; ENACTING THE UNIFORM REVISED LIMITED

PARTNERSHIP ACT; REPEALING AND ENACTING SECTIONS OF THE NMSA

1978.

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

ARTICLE 1

GENERAL PROVISIONS

Section 101. SHORT TITLE.--This act may be cited as the

"Uniform Revised Limited Partnership Act".

Section 102. DEFINITIONS.--As used in the Uniform

Revised Limited Partnership Act:

A. "certificate of limited partnership" means the

certificate required by Section 201 of the Uniform Revised

Limited Partnership Act. The term includes the certificate as

amended or restated;

B. "contribution", except in the phrase "right of

contribution", means any benefit provided by a person to a

limited partnership in order to become a partner or in the

person's capacity as a partner;

C. "debtor in bankruptcy" means a person that is

the subject of:

(1) an order for relief pursuant to Title 11

of the United States Code or a comparable order pursuant to a

successor statute of general application; or

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(2) a comparable order pursuant to federal,

state or foreign law governing insolvency;

D. "designated office" means:

(1) with respect to a limited partnership,

the office that the limited partnership is required to

designate and maintain pursuant to Section 114 of the Uniform

Revised Limited Partnership Act; and

(2) with respect to a foreign limited

partnership, its principal office;

E. "distribution" means a transfer of money or

other property from a limited partnership to a partner in the

partner's capacity as a partner or to a transferee on account

of a transferable interest owned by the transferee;

F. "foreign limited liability limited partnership"

means a foreign limited partnership whose general partners

have limited liability for the obligations of the foreign

limited partnership pursuant to a provision similar to

Subsection C of Section 404 of the Uniform Revised Limited

Partnership Act;

G. "foreign limited partnership" means a

partnership formed pursuant to the laws of a jurisdiction

other than this state and required by those laws to have one

or more general partners and one or more limited partners.

The term includes a foreign limited liability limited

partnership;

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H. "general partner" means:

(1) with respect to a limited partnership, a

person that:

(a) becomes a general partner pursuant

to Section 401 of the Uniform Revised Limited Partnership Act;

or

(b) was a general partner in a limited

partnership when the limited partnership became subject to the

Uniform Revised Limited Partnership Act pursuant to Subsection

A of Section 1206 of the Uniform Revised Limited Partnership

Act; and

(2) with respect to a foreign limited

partnership, a person that has rights, powers and obligations

similar to those of a general partner in a limited

partnership;

I. "limited liability limited partnership", except

in the phrase "foreign limited liability limited partnership",

means a limited partnership;

J. "limited partner" means:

(1) with respect to a limited partnership, a

person that:

(a) becomes a limited partner pursuant

to Section 301 of the Uniform Revised Limited Partnership Act;

or

(b) was a limited partner in a limited

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partnership when the limited partnership became subject to the

Uniform Revised Limited Partnership Act pursuant to Subsection

A of Section 1206 of the Uniform Revised Limited Partnership

Act; and

(2) with respect to a foreign limited

partnership, a person that has rights, powers and obligations

similar to those of a limited partner in a limited

partnership;

K. "limited partnership", except in the phrases

"foreign limited partnership" and "foreign limited liability

limited partnership", means an entity, having one or more

general partners and one or more limited partners that is

formed pursuant to the Uniform Revised Limited Partnership Act

by two or more persons or becomes subject to Article 11 or

Subsection A of Section 1206 of the Uniform Revised Limited

Partnership Act. The term includes a limited liability

limited partnership;

L. "partner" means a limited partner or general

partner;

M. "partnership agreement" means the partners'

agreement, whether oral, implied or in a record or in any

combination, concerning the limited partnership. The term

includes the agreement as amended;

N. "person" means an individual, corporation,

business trust, estate, trust, partnership, limited liability

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company, association, joint venture, government, governmental

subdivision, agency or instrumentality, public corporation or

any other legal or commercial entity;

O. "person dissociated as a general partner" means

a person dissociated as a general partner of a limited

partnership;

P. "principal office" means the office where the

principal executive office of a limited partnership or foreign

limited partnership is located, whether or not the office is

located in this state;

Q. "record" means information that is inscribed on

a tangible medium or that is stored in an electronic or other

medium and is retrievable in perceivable form;

R. "required information" means the information

that a limited partnership is required to maintain pursuant to

Section 111 of the Uniform Revised Limited Partnership Act;

S. "sign" means:

(1) to execute or adopt a tangible symbol

with the present intent to authenticate a record; or

(2) to attach or logically associate an

electronic symbol, sound or process to or with a record with

the present intent to authenticate the record;

T. "state" means a state of the United States, the

District of Columbia, Puerto Rico, the United States Virgin

Islands or any territory or insular possession subject to the

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jurisdiction of the United States;

U. "transfer" includes an assignment, conveyance,

deed, bill of sale, lease, mortgage, security interest,

encumbrance, gift and transfer by operation of law;

V. "transferable interest" means a partner's right

to receive distributions; and

W. "transferee" means a person to which all or

part of a transferable interest has been transferred, whether

or not the transferor is a partner.

Section 103. KNOWLEDGE AND NOTICE.--

A. A person knows a fact if the person has actual

knowledge of it.

B. A person has notice of a fact if the person:

(1) knows of it;

(2) has received a notification of it;

(3) has reason to know it exists from all of

the facts known to the person at the time in question; or

(4) has notice of it pursuant to Subsection

C or D of this section.

C. A certificate of limited partnership on file in

the office of the secretary of state is notice that the

partnership is a limited partnership. A certificate of

limited partnership stating the information required by

Section 201 of the Uniform Revised Limited Partnership Act on

file in the office of the secretary of state is notice that

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the partnership is a limited liability limited partnership,

except as otherwise provided in Section 1206 of that act. Any

certificate of limited partnership is notice that the persons

designated in the certificate as general partners are general

partners. Except as otherwise provided in Subsection D of

this section, the certificate is not notice of any other fact.

D. A person has notice of:

(1) another person's dissociation as a

general partner, ninety days after the effective date of an

amendment to the certificate of limited partnership that

states that the other person has dissociated, or ninety days

after the effective date of a statement of dissociation

pertaining to the other person, whichever occurs first;

(2) a limited partnership's dissolution,

ninety days after the effective date of an amendment to the

certificate of limited partnership stating that the limited

partnership is dissolved;

(3) a limited partnership's termination,

ninety days after the effective date of a statement of

termination;

(4) a limited partnership's conversion

pursuant to Article 11 of the Uniform Revised Limited

Partnership Act, ninety days after the effective date of the

articles of conversion; or

(5) a merger pursuant to Article 11 of the

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Uniform Revised Limited Partnership Act, ninety days after the

effective date of the articles of merger.

E. A person notifies or gives a notification to

another person by taking steps reasonably required to inform

the other person in ordinary course, whether or not the other

person learns of it.

F. A person receives a notification when the

notification:

(1) comes to the person's attention; or

(2) is delivered at the person's place of

business or at any other place held out by the person as a

place for receiving communications.

G. Except as otherwise provided in Subsection H of

this section, a person other than an individual knows, has

notice or receives a notification of a fact for purposes of a

particular transaction when the individual conducting the

transaction for the person knows, has notice or receives a

notification of the fact, or in any event when the fact would

have been brought to the individual's attention if the person

had exercised reasonable diligence. A person other than an

individual exercises reasonable diligence if it maintains

reasonable routines for communicating significant information

to the individual conducting the transaction for the person

and there is reasonable compliance with the routines.

Reasonable diligence does not require an individual acting for

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the person to communicate information unless the communication

is part of the individual's regular duties or the individual

has reason to know of the transaction and that the transaction

would be materially affected by the information.

H. A general partner's knowledge, notice or

receipt of a notification of a fact relating to the limited

partnership is effective immediately as knowledge of, notice

to or receipt of a notification by the limited partnership,

except in the case of a fraud on the limited partnership

committed by or with the consent of the general partner. A

limited partner's knowledge, notice or receipt of a

notification of a fact relating to the limited partnership is

not effective as knowledge of, notice to or receipt of a

notification by the limited partnership.

Section 104. NATURE, PURPOSE AND DURATION OF ENTITY.--

A. A limited partnership is an entity distinct

from its partners.

B. A limited partnership may be organized pursuant

to the Uniform Revised Limited Partnership Act for any lawful

purpose.

C. A limited partnership has a perpetual duration.

Section 105. POWERS.--A limited partnership has the

powers to do all things necessary or convenient to carry on

its activities, including the power to sue, be sued and defend

in its own name and to maintain an action against a partner

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for harm caused to the limited partnership by a breach of the

partnership agreement or violation of a duty to the

partnership.

Section 106. GOVERNING LAW.--The law of this state

governs relations between the partners of a limited

partnership and between the partners and the limited

partnership, and the liability of partners as partners for an

obligation of the limited partnership.

Section 107. SUPPLEMENTAL PRINCIPLES OF LAW--RATE OF

INTEREST.--

A. Unless displaced by particular provisions of

the Uniform Revised Limited Partnership Act, the principles of

law and equity supplement that act.

B. If an obligation to pay interest arises

pursuant to the Uniform Revised Limited Partnership Act and

the rate is not specified, the rate is that specified in

Section 56-8-4 NMSA 1978 for judgments and decrees.

Section 108. NAME.--

A. The name of a limited partnership may contain

the name of any partner.

B. The name of a 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.".

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C. The name of 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 "L.P." or "LP".

D. Unless authorized by Subsection E of this

section, the name of a limited partnership must 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 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

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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, 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 109. RESERVATION OF NAME.--

A. The exclusive right to the use of a name that

complies with Section 108 of the Uniform Revised Limited

Partnership Act may be reserved by:

(1) a person intending to organize a limited

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partnership pursuant to that act and to adopt the name;

(2) a limited partnership or a foreign

limited partnership authorized to transact business in this

state intending to adopt the name;

(3) a foreign limited partnership intending

to obtain a certificate of authority to transact business in

this state and adopt the name;

(4) a person intending to organize a foreign

limited partnership and intending to have it obtain a

certificate of authority to transact business in this state

and adopt the name;

(5) a foreign limited partnership formed

under the name; or

(6) a foreign limited partnership formed

under a name that does not comply with Subsection B or C of

Section 108 of the Uniform Revised Limited Partnership Act,

but the name reserved pursuant to this paragraph may differ

from the foreign limited partnership's name only to the extent

necessary to comply with Subsections B and C of Section 108 of

the Uniform Revised Limited Partnership Act.

B. A person may apply to reserve a name pursuant

to Subsection A of this section by delivering to the secretary

of state for filing an application that states the name to be

reserved and the paragraph of Subsection A of this section

that applies. If the secretary of state finds that the name

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is available for use by the applicant, the secretary of state

shall file a statement of name reservation and thereby reserve

the name for the exclusive use of the applicant for one

hundred twenty days.

C. An applicant that has reserved a name pursuant

to Subsection B of this section may reserve the same name for

additional one hundred twenty-day periods. A person having a

current reservation for a name may not apply for another one

hundred twenty-day period for the same name until ninety days

have elapsed in the current reservation.

D. A person that has reserved a name pursuant to

this section may deliver to the secretary of state for filing

a notice of transfer that states the reserved name, the name

and street and mailing address of some other person to which

the reservation is to be transferred and the paragraph of

Subsection A of this section that applies to the other person.

Subject to Subsection C of Section 206 of the Uniform Revised

Limited Partnership Act, the transfer is effective when the

secretary of state files the notice of transfer.

Section 110. EFFECT OF PARTNERSHIP AGREEMENT--

NONWAIVABLE PROVISIONS.--

A. Except as otherwise provided in Subsection B of

this section, the partnership agreement governs relations

between the partners and between the partners and the

partnership. To the extent the partnership agreement does not

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otherwise provide, the Uniform Revised Limited Partnership Act

governs relations between the partners and between the

partners and the partnership.

B. A partnership agreement may not:

(1) vary a limited partnership's power

pursuant to Section 105 of the Uniform Revised Limited

Partnership Act to sue, be sued and defend in its own name;

(2) vary the law applicable to a limited

partnership pursuant to Section 106 of the Uniform Revised

Limited Partnership Act;

(3) vary the requirements of Section 204 of

the Uniform Revised Limited Partnership Act or Section 54-2-12

NMSA 1978;

(4) vary the information required pursuant

to Section 111 of the Uniform Revised Limited Partnership Act

or Section 54-2-6 NMSA 1978 or unreasonably restrict the right

to information pursuant to Section 304 or 407 of the Uniform

Revised Limited Partnership Act, but the partnership agreement

may impose reasonable restrictions on the availability and use

of information obtained pursuant to those sections and may

define appropriate remedies, including liquidated damages, for

a breach of any reasonable restriction on use;

(5) eliminate the duty of loyalty pursuant

to Section 408 of the Uniform Revised Limited Partnership Act,

but the partnership agreement may:

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(a) identify specific types or

categories of activities that do not violate the duty of

loyalty, if not manifestly unreasonable; and

(b) specify the number or percentage of

partners that may authorize or ratify, after full disclosure

to all partners of all material facts, a specific act or

transaction that otherwise would violate the duty of loyalty;

(6) unreasonably reduce the duty of care

pursuant to Subsection C of Section 408 of the Uniform Revised

Limited Partnership Act;

(7) eliminate the obligation of good faith

and fair dealing pursuant to Subsection B of Section 305 and

Subsection D of Section 408 of the Uniform Revised Limited

Partnership Act, but the partnership agreement may prescribe

the standards by which the performance of the obligation is to

be measured, if the standards are not manifestly unreasonable;

(8) vary the power of a person to dissociate

as a general partner pursuant to Subsection A of Section 604

of the Uniform Revised Limited Partnership Act except to

require that the notice pursuant to Subsection A of Section

603 of the Uniform Revised Limited Partnership Act be in a

record;

(9) vary the power of a court to decree

dissolution in the circumstances specified in Section 802 of

the Uniform Revised Limited Partnership Act;

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(10) vary the requirement to wind up the

partnership's business as specified in Section 803 of the

Uniform Revised Limited Partnership Act;

(11) unreasonably restrict the right to

maintain an action pursuant to Article 10 of the Uniform

Revised Limited Partnership Act;

(12) restrict the right of a partner

pursuant to Subsection A of Section 1110 of the Uniform

Revised Limited Partnership Act to approve a conversion or

merger; or

(13) restrict rights pursuant to the Uniform

Revised Limited Partnership Act of a person other than a

partner or a transferee.

Section 111. REQUIRED INFORMATION.--A limited

partnership shall maintain at its designated office the

following information:

A. a current list showing the full name and last

known street and mailing address of each partner, separately

identifying the general partners, in alphabetical order, and

the limited partners, in alphabetical order;

B. a copy of the initial certificate of limited

partnership and all amendments to and restatements of the

certificate, together with signed copies of any powers of

attorney under which any certificate, amendment or restatement

has been signed;

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C. a copy of any filed articles of conversion or

merger;

D. a copy of the limited partnership's federal,

state and local income tax returns and reports, if any, for

the three most recent years;

E. a copy of any partnership agreement made in a

record and any amendment made in a record to any partnership

agreement;

F. a copy of any financial statement of the

limited partnership for the three most recent years;

G. a copy of any record made by the limited

partnership during the past three years of any consent given

by or vote taken of any partner pursuant to the Uniform

Revised Limited Partnership Act or the partnership agreement;

and

H. unless contained in a partnership agreement

made in a record, a record stating:

(1) the amount of cash, and a description

and statement of the agreed value of the other benefits,

contributed and agreed to be contributed by each partner;

(2) the times at which, or events on the

happening of which, any additional contributions agreed to be

made by each partner are to be made;

(3) for any person that is both a general

partner and a limited partner, a specification of what

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transferable interest the person owns in each capacity; and

(4) any events upon the happening of which

the limited partnership is to be dissolved and its activities

wound up.

Section 112. BUSINESS TRANSACTIONS OF PARTNER WITH

PARTNERSHIP.--A partner may lend money to and transact other

business with the limited partnership and has the same rights

and obligations with respect to the loan or other transaction

as a person that is not a partner.

Section 113. DUAL CAPACITY.--A person may be both a

general partner and a limited partner. A person that is both

a general and limited partner has the rights, powers, duties

and obligations provided by the Uniform Revised Limited

Partnership Act and the partnership agreement in each of those

capacities. When the person acts as a general partner, the

person is subject to the obligations, duties and restrictions

pursuant to that act and the partnership agreement for general

partners. When the person acts as a limited partner, the

person is subject to the obligations, duties and restrictions

pursuant to that act and the partnership agreement for limited

partners.

Section 114. OFFICE AND AGENT FOR SERVICE OF PROCESS.--

A. A limited partnership shall designate and

continuously maintain in this state:

(1) an office, which need not be a place of

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its activity in this state; and

(2) an agent for service of process.

B. A foreign limited partnership shall designate

and continuously maintain in this state an agent for service

of process.

C. An agent for service of process of a limited

partnership or foreign limited partnership must be an

individual who is a resident of this state or other person

authorized to do business in this state.

Section 115. CHANGE OF DESIGNATED OFFICE OR AGENT FOR

SERVICE OF PROCESS.--In order to change its designated office,

agent for service of process or the address of its agent for

service of process, a limited partnership or a foreign limited

partnership shall deliver to the secretary of state for filing

an amendment or restatement of its certificate of limited

partnership.

Section 116. RESIGNATION OF AGENT FOR SERVICE OF

PROCESS.--

A. In order to resign as an agent for service of

process of a limited partnership or foreign limited

partnership, the agent must deliver to the secretary of state

for filing a statement of resignation containing the name of

the limited partnership or foreign limited partnership.

B. After receiving a statement of resignation, the

secretary of state shall file it and mail a copy to the

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designated office of the limited partnership or foreign

limited partnership and mail another copy to the principal

office if the address of the office appears in the records of

the secretary of state and is different from the address of

the designated office.

C. An agency for service of process is terminated

on the thirty-first day after the secretary of state files the

statement of resignation.

Section 117. SERVICE OF PROCESS.--

A. An agent for service of process appointed by a

limited partnership or foreign limited partnership is an agent

of the limited partnership or foreign limited partnership for

service of any process, notice or demand required or permitted

by law to be served upon the limited partnership or foreign

limited partnership.

B. If a limited partnership or foreign limited

partnership does not appoint or maintain an agent for service

of process in this state or the agent for service of process

cannot with reasonable diligence be found at the agent's

address, the secretary of state is an agent of the limited

partnership or foreign limited partnership upon whom process,

notice or demand may be served.

C. Service of any process, notice or demand on the

secretary of state may be made by delivering to and leaving

with the secretary of state duplicate copies of the process,

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notice or demand and the fee required by Section 210 of the

Uniform Revised Limited Partnership Act. If a process, notice

or demand is served on the secretary of state, the secretary

of state shall forward one of the copies by registered or

certified mail, return receipt requested, to the limited

partnership or foreign limited partnership at its designated

office.

D. Service is effected pursuant to Subsection C of

this section at the earliest of:

(1) the date the limited partnership or

foreign limited partnership receives the process, notice or

demand;

(2) the date shown on the return receipt, if

signed on behalf of the limited partnership or foreign limited

partnership; or

(3) ten days after the process, notice or

demand is deposited in the mail, if mailed postpaid and

correctly addressed.

E. The secretary of state shall keep a record of

each process, notice and demand served pursuant to this

section and record the time of, and the action taken

regarding, the service. These records may be destroyed after

five years.

F. This section does not affect the right to serve

process, notice or demand in any other manner provided by law.

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Section 118. CONSENT AND PROXIES OF PARTNERS.--Action

requiring the consent of partners pursuant to the Uniform

Revised Limited Partnership Act may be taken without a

meeting, and a partner may appoint a proxy to consent or

otherwise act for the partner by signing an appointment

record, either personally or by the partner's attorney in

fact.

Section 119. LIMITED PARTNERSHIP SUBJECT TO AMENDMENT

OR REPEAL OF THE UNIFORM REVISED LIMITED PARTNERSHIP ACT.--A

limited partnership governed by the Uniform Revised Limited

Partnership Act is subject to any amendment to or repeal of

that act.

ARTICLE 2

FORMATION; CERTIFICATE OF

LIMITED PARTNERSHIP AND OTHER FILINGS

Section 201. FORMATION OF LIMITED PARTNERSHIP--

CERTIFICATE OF LIMITED PARTNERSHIP.--

A. In order for a limited partnership to be

formed, a certificate of limited partnership must be delivered

to the secretary of state for filing. The certificate must

state:

(1) the name of the limited partnership,

which must comply with Subsections A, B, C, D, E and F of

Section 108 of the Uniform Revised Limited Partnership Act;

(2) the street and mailing address of the

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initial designated office and the name and street and mailing

address of the initial agent for service of process;

(3) the name and street and mailing address

of each general partner;

(4) that the limited partnership is a

limited liability limited partnership; and

(5) any additional information required by

Article 11 of the Uniform Revised Limited Partnership Act.

B. A certificate of limited partnership may also

contain any other matters but may not vary or otherwise affect

the provisions specified in Subsection B of Section 110 of the

Uniform Revised Limited Partnership Act in a manner

inconsistent with that section.

C. If there has been substantial compliance with

Subsection A of this section, subject to Subsection C of

Section 206 of the Uniform Revised Limited Partnership Act, a

limited partnership is formed when the secretary of state

files the certificate of limited partnership. The filing of a

limited partnership certificate establishes that all

conditions precedent to the formation of the limited

partnership have been satisfied and that the limited

partnership has been duly organized under the Uniform Revised

Limited Partnership Act.

D. Subject to Subsection B of this section, if any

provision of a partnership agreement is inconsistent with the

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filed certificate of limited partnership or with a filed

statement of dissociation, termination or filed articles of

conversion or merger:

(1) the partnership agreement prevails as to

partners and transferees; and

(2) the filed certificate of limited

partnership, statement of dissociation, termination or filed

articles of conversion or merger prevail as to persons, other

than partners and transferees, that reasonably rely on the

filed record to their detriment.

Section 202. AMENDMENT OR RESTATEMENT OF CERTIFICATE.--

A. In order to amend its certificate of limited

partnership, a limited partnership shall deliver to the

secretary of state for filing an amendment or, pursuant to

Article 11 of the Uniform Revised Limited Partnership Act,

articles of merger stating:

(1) the name of the limited partnership;

(2) the date of filing of its initial

certificate;

(3) any identification number assigned by

the secretary of state to the limited partnership or the

initial certificate, or both; and

(4) the changes the amendment makes to the

certificate as most recently amended or restated.

B. A limited partnership shall promptly deliver to

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the secretary of state for filing an amendment to a

certificate of limited partnership to reflect:

(1) any change in the information stated in

its certificate of limited partnership;

(2) a change of name of the limited

partnership, if its name does not comply with Section 108 of

the Uniform Revised Limited Partnership Act;

(3) any other additional or different

information required to be stated in its limited partnership

certificate by Section 201 of the Uniform Revised Limited

Partnership Act that is not stated in the certificate; or

(4) the appointment of a person to wind up

the limited partnership's activities pursuant to Subsection C

or D of Section 803 of the Uniform Revised Limited Partnership

Act.

C. A general partner that knows that any

information in a filed certificate of limited partnership was

false when the certificate was filed or has become false due

to changed circumstances shall promptly:

(1) cause the certificate to be amended; or

(2) if appropriate, deliver to the secretary

of state for filing a statement of correction pursuant to

Section 207 of the Uniform Revised Limited Partnership Act.

D. A certificate of limited partnership may be

amended at any time for any other proper purpose as determined

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by the limited partnership.

E. A restated certificate of limited partnership

may be delivered to the secretary of state for filing in the

same manner as an amendment.

F. Subject to Subsection C of Section 206 of the

Uniform Revised Limited Partnership Act, an amendment or

restated certificate is effective when filed by the secretary

of state.

Section 203. STATEMENT OF TERMINATION.--A dissolved

limited partnership that has completed winding up may deliver

to the secretary of state for filing a statement of

termination that states:

A. the name of the limited partnership;

B. the date of filing of its initial certificate

of limited partnership; and

C. any other information as determined by the

general partners filing the statement or by a person appointed

pursuant to Subsection C or D of Section 803 of the Uniform

Revised Limited Partnership Act.

Section 204. SIGNING OF RECORDS.--

A. Each record delivered to the secretary of state

for filing pursuant to the Uniform Revised Limited Partnership

Act shall be signed in the following manner:

(1) an initial certificate of limited

partnership shall be signed by all general partners listed in

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the certificate;

(2) an amendment designating as general

partner a person admitted pursuant to Paragraph (2) of

Subsection C of Section 801 of the Uniform Revised Limited

Partnership Act following the dissociation of a limited

partnership's last general partner shall be signed by that

person;

(3) an amendment required by Subsection C of

Section 803 of the Uniform Revised Limited Partnership Act

following the appointment of a person to wind up the dissolved

limited partnership's activities shall be signed by that

person;

(4) any other amendment shall be signed by:

(a) at least one general partner listed

in the certificate;

(b) each other person designated in the

amendment as a new general partner; and

(c) each person that the amendment

indicates has dissociated as a general partner, unless: 1)

the person is deceased or a guardian or general conservator

has been appointed for the person and the amendment so states;

or 2) the person has previously delivered to the secretary of

state for filing a statement of dissociation;

(5) a restated certificate of limited

partnership shall be signed by at least one general partner

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listed in the certificate, and, to the extent the restated

certificate effects a change pursuant to any other paragraph

of this subsection, the certificate shall be signed in a

manner that satisfies that paragraph;

(6) a statement of termination shall be

signed by all general partners listed in the certificate or,

if the certificate of a dissolved limited partnership lists no

general partners, by the person appointed pursuant to

Subsection C or D of Section 803 of the Uniform Revised

Limited Partnership Act to wind up the dissolved limited

partnership's activities;

(7) articles of conversion shall be signed

by each general partner listed in the certificate of limited

partnership;

(8) articles of merger shall be signed as

provided in Subsection A of Section 1108 of the Uniform

Revised Limited Partnership Act;

(9) any other record delivered on behalf of

a limited partnership to the secretary of state for filing

shall be signed by at least one general partner listed in the

certificate;

(10) a statement by a person pursuant to

Paragraph (4) of Subsection A of Section 605 of the Uniform

Revised Limited Partnership Act stating that the person has

dissociated as a general partner shall be signed by that

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person;

(11) a statement of withdrawal by a person

pursuant to Section 306 of the Uniform Revised Limited

Partnership Act shall be signed by that person;

(12) a record delivered on behalf of a

foreign limited partnership to the secretary of state for

filing shall be signed by at least one general partner of the

foreign limited partnership; and

(13) any other record delivered on behalf of

any person to the secretary of state for filing shall be

signed by that person.

B. Any person may sign by an attorney in fact any

record to be filed pursuant to the Uniform Revised Limited

Partnership Act.

Section 205. SIGNING AND FILING PURSUANT TO JUDICIAL

ORDER.--

A. If a person required by the Uniform Revised

Limited Partnership Act to sign a record or deliver a record

to the secretary of state for filing does not do so, any other

person that is aggrieved may petition the district court to

order:

(1) the person to sign the record;

(2) delivery of the record to the secretary

of state for filing; or

(3) the secretary of state to file the

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record unsigned.

B. If the person aggrieved pursuant to Subsection

A of this section is not the limited partnership or foreign

limited partnership to which the record pertains, the

aggrieved person shall make the limited partnership or foreign

limited partnership a party to the action. A person aggrieved

pursuant to Subsection A of this section may seek the remedies

provided in Subsection A of this section in the same action in

combination or in the alternative.

C. A record filed unsigned pursuant to this

section is effective without being signed.

Section 206. DELIVERY TO AND FILING OF RECORDS BY

SECRETARY OF STATE--EFFECTIVE TIME AND DATE.--

A. Duplicate originals of a record authorized or

required to be delivered to the secretary of state for filing

pursuant to the Uniform Revised Limited Partnership Act must:

(1) be captioned to describe the record's

purpose;

(2) be in a medium permitted by the

secretary of state;

(3) use the English language, except for

proper names, which must use letters of the English alphabet,

and Arabic numbers;

(4) state any identification number issued

by the secretary of state to the limited partnership to which

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the record refers, to any filed record to which the record

refers, or both;

(5) be accompanied by the fee required by

Section 210 of that act, or an amount greater than that fee,

but any amount greater than that fee shall not be refunded;

and

(6) be delivered to the secretary of state.

B. Unless the secretary of state determines that a

record does not comply with the filing requirements of the

Uniform Revised Limited Partnership Act, and if all filing

fees have been paid, the secretary of state shall endorse on

each duplicate original the word "filed" and the day, month

and year of filing, file one duplicate original of the record

and:

(1) for a statement of dissociation, send:

(a) a duplicate original of the filed

statement and a receipt for the fees to the person that the

statement indicates has dissociated as a general partner; and

(b) a copy of the filed statement and

receipt to the limited partnership;

(2) for a statement of withdrawal by a

person pursuant to Section 306 of the Uniform Revised Limited

Partnership Act, send:

(a) a duplicate original of the filed

statement and a receipt for the fees to the person on whose

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behalf the record was filed; and

(b) if the statement refers to an

existing limited partnership, a copy of the filed statement

and receipt to the limited partnership; and

(3) for all other records, send a duplicate

original of the filed record and a receipt for the fees to the

person on whose behalf the record was filed.

C. Upon request and payment of a fee, the

secretary of state shall send to the requester a certified

copy of the requested record.

D. Except as otherwise provided in Sections 116

and 207 of the Uniform Revised Limited Partnership Act, a

record delivered to the secretary of state for filing pursuant

to the Uniform Revised Limited Partnership Act may specify an

effective time and a delayed effective date. Except as

otherwise provided in the Uniform Revised Limited Partnership

Act, a record filed by the secretary of state is effective:

(1) if the record does not specify an

effective time and does not specify a delayed effective date,

on the date and at the time the record is filed as evidenced

by the secretary of state's endorsement of the date and time

on the record;

(2) if the record specifies an effective

time but not a delayed effective date, on the date the record

is filed at the time specified in the record;

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(3) if the record specifies a delayed

effective date but not an effective time, at 12:01 a.m. on the

earlier of:

(a) the specified date; or

(b) the ninetieth day after the record

is filed; or

(4) if the record specifies an effective

time and a delayed effective date, at the specified time on

the earlier of:

(a) the specified date; or

(b) the ninetieth day after the record

is filed.

Section 207. CORRECTING FILED RECORD.--

A. A limited partnership or foreign limited

partnership shall deliver to the secretary of state for filing

a statement of correction to correct a record previously

delivered by the limited partnership or foreign limited

partnership to the secretary of state and filed by the

secretary of state, if at the time of filing the record

contained false or erroneous information or was defectively

signed. The statement of correction shall be delivered to the

secretary of state for filing promptly after the limited

partnership or foreign limited partnership has notice that the

information in the filed record was false or erroneous at the

time it was filed or that the filed record was defectively

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signed.

B. A statement of correction may not state a

delayed effective date and must:

(1) describe the record to be corrected,

including its filing date, or attach a copy of the record as

filed;

(2) state any identification number assigned

by the secretary of state to the limited partnership, to the

record to be corrected, or both;

(3) specify the incorrect information and

the reason it is incorrect or the manner in which the signing

was defective; and

(4) correct the incorrect information or

defective signature.

C. When filed by the secretary of state, a

statement of correction is effective retroactively as of the

effective date of the record the statement corrects, but the

statement is effective when filed:

(1) for the purposes of Subsections C and D

of Section 103 of the Uniform Revised Limited Partnership Act;

and

(2) as to persons relying on the uncorrected

record and adversely affected by the correction.

Section 208. LIABILITY FOR FALSE INFORMATION IN FILED

RECORD.--

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A. If a record delivered to the secretary of state

for filing pursuant to the Uniform Revised Limited Partnership

Act and filed by the secretary of state contains false

information, a person that suffers loss by reliance on the

information may recover damages for the loss from:

(1) a person that signed the record, or

caused another to sign it on the person's behalf, and knew the

information to be false at the time the record was signed; and

(2) a general partner that has notice that

the information was false when the record was filed or has

become false because of changed circumstances, if the general

partner has notice for a reasonably sufficient time before the

information is relied upon to enable the general partner to

effect an amendment pursuant to Section 202 of the Uniform

Revised Limited Partnership Act, file a petition pursuant to

Section 205 of that act or deliver to the secretary of state

for filing a statement of correction pursuant to Section 207

of that act or a revised application for a certificate of

authority to transact business in this state pursuant to

Section 906 of that act.

B. Signing a record authorized or required to be

filed pursuant to the Uniform Revised Limited Partnership Act

constitutes an affirmation under the penalties of perjury that

the facts stated in the record are true.

Section 209. CERTIFICATE OF EXISTENCE OR

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AUTHORIZATION.--

A. The secretary of state, upon request and

payment of the requisite fee, shall furnish a certificate of

existence for a limited partnership if the records filed in

the office of the secretary of state show that the secretary

of state has filed a certificate of limited partnership and

has not filed a statement of termination. A certificate of

existence shall state:

(1) the limited partnership's name;

(2) that it was duly formed pursuant to the

laws of this state and the date of formation;

(3) any identification number assigned by

the secretary of state to the limited partnership;

(4) whether all fees and penalties due to

the secretary of state pursuant to the Uniform Revised Limited

Partnership Act or other law have been paid;

(5) whether the secretary of state has

administratively dissolved the limited partnership;

(6) whether the limited partnership's

certificate of limited partnership has been amended to state

that the limited partnership is dissolved;

(7) that a statement of termination has not

been filed by the secretary of state; and

(8) other facts of record in the office of

the secretary of state, which may be requested by the

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applicant.

B. The secretary of state, upon request and

payment of the requisite fee, shall furnish a certificate of

authorization for a foreign limited partnership if the records

filed in the office of the secretary of state show that the

secretary of state has filed a certificate of authorization,

has not revoked the certificate of authorization and has not

filed a notice of cancellation. A certificate of

authorization shall state:

(1) the foreign limited partnership's name

and any alternate name adopted pursuant to Subsection A of

Section 905 of the Uniform Revised Limited Partnership Act for

use in this state;

(2) any identification number assigned by

the secretary of state to the foreign limited partnership;

(3) that it is authorized to transact

business in this state;

(4) whether all fees and penalties due to

the secretary of state pursuant to the Uniform Revised Limited

Partnership Act or other law have been paid;

(5) that the secretary of state has not

revoked its certificate of authorization and has not filed a

notice of cancellation; and

(6) other facts of record in the office of

the secretary of state, which may be requested by the

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applicant.

C. Subject to any qualification stated in the

certificate, a certificate of existence or authorization

issued by the secretary of state may be relied upon as

conclusive evidence that the limited partnership or foreign

limited partnership is in existence or is authorized to

transact business in this state.

Section 210. SECRETARY OF STATE FEES.--

A. The secretary of state shall charge and collect

a fee as follows:

(1) filing an initial, amended and restated,

or restated certificate of limited partnership, a fee of one

hundred dollars ($100);

(2) filing an application for a certificate

of authority by a foreign limited partnership, articles of

conversion or articles of merger, a fee of one hundred dollars

($100);

(3) filing any other record, a fee of fifty

dollars ($50.00);

(4) furnishing copies of records, a fee of

one dollar ($1.00) per page, but in no case less than ten

dollars ($10.00), and a fee of twenty-five dollars ($25.00)

for certifying the copies, if certified copies are furnished;

(5) issuing any other certificate, a fee of

fifty dollars ($50.00); and

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(6) service of process or of a notice or

demand on the secretary of state, a fee of fifty dollars

($50.00).

B. The secretary of state may adopt a schedule of

fees for providing the following services:

(1) an expedited service;

(2) upon the adoption of rules authorizing

their use, the handling of credit or debit cards or other

means of payment for which sufficient funds are not on

deposit; and

(3) other services for which no fee is

established by law.

ARTICLE 3

LIMITED PARTNERS

Section 301. BECOMING LIMITED PARTNER.--A person

becomes a limited partner:

A. as provided in the partnership agreement;

B. as the result of a conversion or merger

pursuant to Article 11 of the Uniform Revised Limited

Partnership Act; or

C. with the consent of all the partners.

Section 302. NO RIGHT OR POWER AS LIMITED PARTNER TO

BIND LIMITED PARTNERSHIP.--A limited partner does not have the

right or the power as a limited partner to act for or bind the

limited partnership.

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Section 303. NO LIABILITY AS LIMITED PARTNER FOR

LIMITED PARTNERSHIP OBLIGATIONS.--An obligation of a limited

partnership, whether arising in contract, tort or otherwise is

not the obligation of a limited partner. A limited partner is

not personally liable, directly or indirectly, by way of

contribution or otherwise, for an obligation of the limited

partnership solely by reason of being a limited partner, even

if the limited partner participates in the management and

control of the limited partnership.

Section 304. RIGHT OF LIMITED PARTNER AND FORMER

LIMITED PARTNER TO INFORMATION.--

A. On ten days' demand, made in a record received

by the limited partnership, a limited partner may inspect and

copy required information during regular business hours in the

limited partnership's designated office. The limited partner

need not have any particular purpose for seeking the

information.

B. During regular business hours and at a

reasonable location specified by the limited partnership, a

limited partner may obtain from the limited partnership and

inspect and copy true and full information regarding the state

of the activities and financial condition of the limited

partnership and other information regarding the activities of

the limited partnership as is just and reasonable if:

(1) the limited partner seeks the

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information for a purpose reasonably related to the partner's

interest as a limited partner;

(2) the limited partner makes a demand in a

record received by the limited partnership, describing with

reasonable particularity the information sought and the

purpose for seeking the information; and

(3) the information sought is directly

connected to the limited partner's purpose.

C. Within ten days after receiving a demand

pursuant to Subsection B of this section, the limited

partnership in a record shall inform the limited partner that

made the demand:

(1) what information the limited partnership

will provide in response to the demand;

(2) when and where the limited partnership

will provide the information; and

(3) if the limited partnership declines to

provide any demanded information, the limited partnership's

reasons for declining.

D. Subject to Subsection F of this section, a

person dissociated as a limited partner may inspect and copy

required information during regular business hours in the

limited partnership's designated office if:

(1) the information pertains to the period

during which the person was a limited partner;

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(2) the person seeks the information in good

faith; and

(3) the person meets the requirements of

Subsection B of this section.

E. The limited partnership shall respond to a

demand made pursuant to Subsection D of this section in the

same manner as provided in Subsection C of this section.

F. If a limited partner dies, Section 704 of the

Uniform Revised Limited Partnership Act applies.

G. The limited partnership may impose reasonable

restrictions on the use of information obtained pursuant to

this section. In a dispute concerning the reasonableness of a

restriction pursuant to this subsection, the limited

partnership has the burden of proving reasonableness.

H. A limited partnership may charge a person that

makes a demand pursuant to this section reasonable costs of

copying, limited to the costs of labor and material.

I. Whenever the Uniform Revised Limited

Partnership Act or a partnership agreement provides for a

limited partner to give or withhold consent to a matter,

before the consent is given or withheld, the limited

partnership shall, without demand, provide the limited partner

with all information material to the limited partner's

decision that the limited partnership knows.

J. A limited partner or person dissociated as a

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limited partner may exercise the rights pursuant to this

section through an attorney or other agent. Any restriction

imposed pursuant to Subsection G of this section or by the

partnership agreement applies both to the attorney or other

agent and to the limited partner or person dissociated as a

limited partner.

K. The rights stated in this section do not extend

to a person as transferee, but may be exercised by the legal

representative of an individual under legal disability who is

a limited partner or person dissociated as a limited partner.

Section 305. LIMITED DUTIES OF LIMITED PARTNERS.--

A. A limited partner does not have any fiduciary

duty to the limited partnership or to any other partner solely

by reason of being a limited partner.

B. A limited partner shall discharge the duties to

the partnership and the other partners pursuant to the Uniform

Revised Limited Partnership Act or pursuant to the partnership

agreement and exercise any rights consistently with the

obligation of good faith and fair dealing.

C. A limited partner does not violate a duty or

obligation pursuant to the Uniform Revised Limited Partnership

Act or pursuant to the partnership agreement merely because

the limited partner's conduct furthers the limited partner's

own interest.

Section 306. PERSON ERRONEOUSLY BELIEVING SELF TO BE

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LIMITED PARTNER.--

A. Except as otherwise provided in Subsection B of

this section, a person that makes an investment in a business

enterprise and erroneously but in good faith believes that the

person has become a limited partner in the enterprise is not

liable for the enterprise's obligations by reason of making

the investment, receiving distributions from the enterprise or

exercising any rights of or appropriate to a limited partner,

if, on ascertaining the mistake, the person:

(1) causes an appropriate certificate of

limited partnership, amendment or statement of correction to

be signed and delivered to the secretary of state for filing;

or

(2) withdraws from future participation as

an owner in the enterprise by signing and delivering to the

secretary of state for filing a statement of withdrawal

pursuant to this section.

B. A person that makes an investment described in

Subsection A of this section is liable to the same extent as a

general partner to any third party that enters into a

transaction with the enterprise, believing in good faith that

the person is a general partner, before the secretary of state

files a statement of withdrawal, certificate of limited

partnership, amendment or statement of correction to show that

the person is not a general partner.

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C. If a person makes a diligent effort in good

faith to comply with Paragraph (1) of Subsection A of this

section and is unable to cause the appropriate certificate of

limited partnership, amendment or statement of correction to

be signed and delivered to the secretary of state for filing,

the person has the right to withdraw from the enterprise

pursuant to Paragraph (2) of Subsection A of this section even

if the withdrawal would otherwise breach an agreement with

others that are or have agreed to become co-owners of the

enterprise.

ARTICLE 4

GENERAL PARTNERS

Section 401. BECOMING GENERAL PARTNER.--A person

becomes a general partner:

A. as provided in the partnership agreement;

B. pursuant to Paragraph (2) of Subsection C of

Section 801 of the Uniform Revised Limited Partnership Act

following the dissociation of a limited partnership's last

general partner;

C. as the result of a conversion or merger

pursuant to Article 11 of the Uniform Revised Limited

Partnership Act; or

D. with the consent of all the partners.

Section 402. GENERAL PARTNER AGENT OF LIMITED

PARTNERSHIP.--

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A. Each general partner is an agent of the limited

partnership for the purposes of its activities. An act of a

general partner, including the signing of a record in the

partnership's name, for apparently carrying on in the ordinary

course the limited partnership's activities or activities of

the kind carried on by the limited partnership binds the

limited partnership, unless the general partner did not have

authority to act for the limited partnership in the particular

matter and the person with which the general partner was

dealing knew, had received a notification or had notice

pursuant to Subsection D of Section 103 of the Uniform Revised

Limited Partnership Act that the general partner lacked

authority.

B. An act of a general partner that is not

apparently for carrying on in the ordinary course the limited

partnership's activities or activities of the kind carried on

by the limited partnership binds the limited partnership only

if the act was actually authorized by all the other partners.

Section 403. LIMITED PARTNERSHIP LIABLE FOR GENERAL

PARTNER'S ACTIONABLE CONDUCT.--

A. A limited partnership is liable for loss or

injury caused to a person, or for a penalty incurred, as a

result of a wrongful act or omission, or other actionable

conduct, of a general partner acting in the ordinary course of

activities of the limited partnership or with authority of the

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limited partnership.

B. If, in the course of the limited partnership's

activities or while acting with authority of the limited

partnership, a general partner receives or causes the limited

partnership to receive money or property of a person not a

partner, and the money or property is misapplied by a general

partner, the limited partnership is liable for the loss.

Section 404. GENERAL PARTNER'S LIABILITY.--

A. Except as otherwise provided in Subsections B

and C of this section, all general partners are liable jointly

and severally for all obligations of the limited partnership

unless otherwise agreed by the claimant or provided by law.

B. A person that becomes a general partner of an

existing limited partnership is not personally liable for an

obligation of a limited partnership incurred before the person

became a general partner.

C. An obligation of a limited partnership incurred

while the limited partnership is a limited liability limited

partnership, whether arising in contract, tort or otherwise is

solely the obligation of the limited partnership. A general

partner is not personally liable, directly or indirectly, by

way of contribution or otherwise, for such an obligation

solely by reason of being or acting as a general partner.

This subsection applies despite anything inconsistent in the

partnership agreement that existed immediately before the

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consent required to become a limited liability limited

partnership pursuant to Paragraph (2) of Subsection B of

Section 406 of the Uniform Revised Limited Partnership Act.

Section 405. ACTIONS BY AND AGAINST PARTNERSHIP AND

PARTNERS.--

A. To the extent not inconsistent with Section 404

of the Uniform Revised Limited Partnership Act, a general

partner may be joined in an action against the limited

partnership or named in a separate action.

B. A judgment against a limited partnership is not

by itself a judgment against a general partner. A judgment

against a limited partnership shall not be satisfied from a

general partner's assets unless there is also a judgment

against the general partner.

C. A judgment creditor of a general partner shall

not levy execution against the assets of the general partner

to satisfy a judgment based on a claim against the limited

partnership, unless the partner is personally liable for the

claim pursuant to Section 404 of the Uniform Revised Limited

Partnership Act and:

(1) a judgment based on the same claim has

been obtained against the limited partnership and a writ of

execution on the judgment has been returned unsatisfied in

whole or in part;

(2) the limited partnership is a debtor in

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bankruptcy;

(3) the general partner has agreed that the

creditor need not exhaust limited partnership assets;

(4) a court grants permission to the

judgment creditor to levy execution against the assets of a

general partner based on a finding that limited partnership

assets subject to execution are clearly insufficient to

satisfy the judgment, that exhaustion of limited partnership

assets is excessively burdensome or that the grant of

permission is an appropriate exercise of the court's equitable

powers; or

(5) liability is imposed on the general

partner by law or contract independent of the existence of the

limited partnership.

Section 406. MANAGEMENT RIGHTS OF GENERAL PARTNER.--

A. Each general partner has equal rights in the

management and conduct of the limited partnership's

activities. Except as expressly provided in the Uniform

Revised Limited Partnership Act, any matter relating to the

activities of the limited partnership may be exclusively

decided by the general partner or, if there is more than one

general partner, by a majority of the general partners.

B. The consent of each partner is necessary to:

(1) amend the partnership agreement; and

(2) sell, lease, exchange or otherwise

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dispose of all, or substantially all, of the limited

partnership's property, with or without the goodwill, other

than in the usual and regular course of the limited

partnership's activities.

C. A limited partnership shall reimburse a general

partner for payments made and indemnify a general partner for

liabilities incurred by the general partner in the ordinary

course of the activities of the partnership or for the

preservation of its activities or property.

D. A limited partnership shall reimburse a general

partner for an advance to the limited partnership beyond the

amount of capital the general partner agreed to contribute.

E. A payment or advance made by a general partner

that gives rise to an obligation of the limited partnership

pursuant to Subsection C or D of this section constitutes a

loan to the limited partnership, which accrues interest from

the date of the payment or advance.

F. A general partner is not entitled to

remuneration for services performed for the partnership.

Section 407. RIGHT OF GENERAL PARTNER AND FORMER

GENERAL PARTNER TO INFORMATION.--

A. A general partner, without having any

particular purpose for seeking the information, may inspect

and copy during regular business hours:

(1) in the limited partnership's designated

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office, required information; and

(2) at a reasonable location specified by

the limited partnership, any other records maintained by the

limited partnership regarding the limited partnership's

activities and financial condition.

B. Each general partner and the limited

partnership shall furnish to a general partner:

(1) without demand, any information

concerning the limited partnership's activities and activities

reasonably required for the proper exercise of the general

partner's rights and duties pursuant to the partnership

agreement or the Uniform Revised Limited Partnership Act; and

(2) on demand, any other information

concerning the limited partnership's activities, except to the

extent the demand or the information demanded is unreasonable

or otherwise improper under the circumstances.

C. Subject to Subsection E of this section, on ten

days' demand made in a record received by the limited

partnership, a person dissociated as a general partner may

have access to the information and records described in

Subsection A of this section at the location specified in

Subsection A of this section if:

(1) the information or record pertains to

the period during which the person was a general partner;

(2) the person seeks the information or

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record in good faith; and

(3) the person satisfies the requirements

imposed on a limited partner by Subsection B of Section 304 of

the Uniform Revised Limited Partnership Act.

D. The limited partnership shall respond to a

demand made pursuant to Subsection C of this section in the

same manner as provided in Subsection C of Section 304 of the

Uniform Revised Limited Partnership Act.

E. If a general partner dies, Section 704 of the

Uniform Revised Limited Partnership Act applies.

F. The limited partnership may impose reasonable

restrictions on the use of information pursuant to this

section. In any dispute concerning the reasonableness of a

restriction pursuant to this subsection, the limited

partnership has the burden of proving reasonableness.

G. A limited partnership may charge a person

dissociated as a general partner that makes a demand pursuant

to this section reasonable costs of copying, limited to the

costs of labor and material.

H. A general partner or person dissociated as a

general partner may exercise the rights pursuant to this

section through an attorney or other agent. Any restriction

imposed pursuant to Subsection F of this section or by the

partnership agreement applies both to the attorney or other

agent and to the general partner or person dissociated as a

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general partner.

I. The rights pursuant to this section do not

extend to a person as transferee, but the rights pursuant to

Subsection C of this section of a person dissociated as a

general partner may be exercised by the legal representative

of an individual who dissociated as a general partner pursuant

to Paragraph (2) or (3) of Subsection G of Section 603 of the

Uniform Revised Limited Partnership Act.

Section 408. GENERAL STANDARDS OF GENERAL PARTNER'S

CONDUCT.--

A. The only fiduciary duties that a general

partner has to the limited partnership and the other partners

are the duties of loyalty and care pursuant to Subsections B

and C of this section.

B. A general partner's duty of loyalty to the

limited partnership and the other partners is limited to the

following:

(1) to account to the limited partnership

and hold as trustee for it any property, profit or benefit

derived by the general partner in the conduct and winding up

of the limited partnership's activities or derived from a use

by the general partner of limited partnership property,

including the appropriation of a limited partnership

opportunity;

(2) to refrain from dealing with the limited

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partnership in the conduct or winding up of the limited

partnership's activities as or on behalf of a party having an

interest adverse to the limited partnership; and

(3) to refrain from competing with the

limited partnership in the conduct or winding up of the

limited partnership's activities.

C. A general partner's duty of care to the limited

partnership and the other partners in the conduct and winding

up of the limited partnership's activities is limited to

refraining from engaging in grossly negligent or reckless

conduct, intentional misconduct or a knowing violation of law.

D. A general partner shall discharge the duties to

the partnership and the other partners pursuant to the Uniform

Revised Limited Partnership Act or pursuant to the partnership

agreement and exercise any rights consistently with the

obligation of good faith and fair dealing.

E. A general partner does not violate a duty or

obligation pursuant to the Uniform Revised Limited Partnership

Act or pursuant to the partnership agreement merely because

the general partner's conduct furthers the general partner's

own interest.

ARTICLE 5

CONTRIBUTIONS AND DISTRIBUTIONS

Section 501. FORM OF CONTRIBUTION.--A contribution of a

partner may consist of tangible or intangible property or

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other benefit to the limited partnership, including money,

services performed, promissory notes, other agreements to

contribute cash or property and contracts for services to be

performed.

Section 502. LIABILITY FOR CONTRIBUTION.--

A. A partner's obligation to contribute money or

other property or other benefit to, or to perform services

for, a limited partnership is not excused by the partner's

death, disability or other inability to perform personally.

B. If a partner does not make a promised

nonmonetary contribution, the partner is obligated at the

option of the limited partnership to contribute money equal to

that portion of the value, as stated in the required

information, of the stated contribution that has not been

made.

C. The obligation of a partner to make a

contribution or return money or other property paid or

distributed in violation of the Uniform Revised Limited

Partnership Act may be compromised only by consent of all

partners. A creditor of a limited partnership that extends

credit or otherwise acts in reliance on an obligation

described in Subsection A of this section, without notice of

any compromise pursuant to this subsection, may enforce the

original obligation.

Section 503. SHARING OF DISTRIBUTIONS.--A distribution

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by a limited partnership must be shared among the partners on

the basis of the value, as stated in the required records when

the limited partnership decides to make the distribution, of

the contributions the limited partnership has received from

each partner.

Section 504. INTERIM DISTRIBUTIONS.--A partner does not

have a right to any distribution before the dissolution and

winding up of the limited partnership unless the limited

partnership decides to make an interim distribution.

Section 505. NO DISTRIBUTION ON ACCOUNT OF

DISSOCIATION.--A person does not have a right to receive a

distribution on account of dissociation.

Section 506. DISTRIBUTION IN KIND.--A partner does not

have a right to demand or receive any distribution from a

limited partnership in any form other than cash. Subject to

Subsection B of Section 809 of the Uniform Revised Limited

Partnership Act, a limited partnership may distribute an asset

in kind to the extent each partner receives a percentage of

the asset equal to the partner's share of distributions.

Section 507. RIGHT TO DISTRIBUTION.--When a partner or

transferee becomes entitled to receive a distribution, the

partner or transferee has the status of, and is entitled to

all remedies available to, a creditor of the limited

partnership with respect to the distribution. However, the

limited partnership's obligation to make a distribution is

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subject to offset for any amount owed to the limited

partnership by the partner or dissociated partner on whose

account the distribution is made.

Section 508. LIMITATIONS ON DISTRIBUTION.--

A. A limited partnership may not make a

distribution in violation of the partnership agreement.

B. A limited partnership may not make a

distribution if after the distribution:

(1) the limited partnership would not be

able to pay its debts as they become due in the ordinary

course of the limited partnership's activities; or

(2) the limited partnership's total assets

would be less than the sum of its total liabilities plus the

amount that would be needed, if the limited partnership were

to be dissolved, wound up and terminated at the time of the

distribution, to satisfy the preferential rights upon

dissolution, winding up and termination of partners whose

preferential rights are superior to those of persons receiving

the distribution.

C. A limited partnership may base a determination

that a distribution is not prohibited pursuant to Subsection B

of this section on financial statements prepared on the basis

of accounting practices and principles that are reasonable in

the circumstances or on a fair valuation or other method that

is reasonable in the circumstances.

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D. Except as otherwise provided in Subsection G of

this section, the effect of a distribution pursuant to

Subsection B of this section is measured:

(1) in the case of distribution by purchase,

redemption or other acquisition of a transferable interest in

the limited partnership, as of the date money or other

property is transferred or debt incurred by the limited

partnership; and

(2) in all other cases, as of the date:

(a) the distribution is authorized, if

the payment occurs within one hundred twenty days after that

date; or

(b) the payment is made, if payment

occurs more than one hundred twenty days after the

distribution is authorized.

E. A limited partnership's indebtedness to a

partner incurred by reason of a distribution made in

accordance with this section is at parity with the limited

partnership's indebtedness to its general, unsecured

creditors.

F. A limited partnership's indebtedness, including

indebtedness issued in connection with or as part of a

distribution, is not considered a liability for purposes of

Subsection B of this section if the terms of the indebtedness

provide that payment of principal and interest are made only

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to the extent that a distribution could then be made to

partners pursuant to this section.

G. If indebtedness is issued as a distribution,

each payment of principal or interest on the indebtedness is

treated as a distribution, the effect of which is measured on

the date the payment is made.

Section 509. LIABILITY FOR IMPROPER DISTRIBUTIONS.--

A. A general partner that consents to a

distribution made in violation of Section 508 of the Uniform

Revised Limited Partnership Act is personally liable to the

limited partnership for the amount of the distribution that

exceeds the amount that could have been distributed without

the violation if it is established that in consenting to the

distribution, the general partner failed to comply with

Section 408 of the Uniform Revised Limited Partnership Act.

B. A partner or transferee that received a

distribution knowing that the distribution to that partner or

transferee was made in violation of Section 508 of the Uniform

Revised Limited Partnership Act is personally liable to the

limited partnership but only to the extent that the

distribution received by the partner or transferee exceeded

the amount that could have been properly paid pursuant to

Section 508 of that act.

C. A general partner against which an action is

commenced pursuant to Subsection A of this section may:

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(1) implead in the action any other person

that is liable pursuant to Subsection A of this section and

compel contribution from the person; and

(2) implead in the action any person that

received a distribution in violation of Subsection B of this

section and compel contribution from the person in the amount

the person received in violation of Subsection B of this

section.

D. An action pursuant to this section is barred if

it is not commenced within two years after the distribution.

ARTICLE 6

DISSOCIATION

Section 601. DISSOCIATION AS LIMITED PARTNER.--

A. A person does not have a right to dissociate as

a limited partner before the termination of the limited

partnership.

B. A person is dissociated from a limited

partnership as a limited partner upon the occurrence of any of

the following events:

(1) the limited partnership's having notice

of the person's express will to withdraw as a limited partner

or on a later date specified by the person;

(2) an event agreed to in the partnership

agreement as causing the person's dissociation as a limited

partner;

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(3) the person's expulsion as a limited

partner pursuant to the partnership agreement;

(4) the person's expulsion as a limited

partner by the unanimous consent of the other partners if:

(a) it is unlawful to carry on the

limited partnership's activities with the person as a limited

partner;

(b) there has been a transfer of all of

the person's transferable interest in the limited partnership,

other than a transfer for security purposes, or a court order

charging the person's interest, which has not been foreclosed;

(c) the person is a corporation and,

within ninety days after the limited partnership notifies the

person that it will be expelled as a limited partner because

it has filed a certificate of dissolution or the equivalent,

its charter has been revoked, or its right to conduct business

has been suspended by the jurisdiction of its incorporation,

there is no revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct business;

or

(d) the person is a limited liability

company or partnership that has been dissolved and whose

business is being wound up;

(5) on application by the limited

partnership, the person's expulsion as a limited partner by

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judicial order because:

(a) the person engaged in wrongful

conduct that adversely and materially affected the limited

partnership's activities;

(b) the person willfully or

persistently committed a material breach of the partnership

agreement or of the obligation of good faith and fair dealing

pursuant to Subsection B of Section 305 of the Uniform Revised

Limited Partnership Act; or

(c) the person engaged in conduct

relating to the limited partnership's activities that makes it

not reasonably practicable to carry on the activities with the

person as limited partner;

(6) in the case of a person who is an

individual, the person's death;

(7) in the case of a person that is a trust

or is acting as a limited partner by virtue of being a trustee

of a trust, distribution of the trust's entire transferable

interest in the limited partnership, but not merely by reason

of the substitution of a successor trustee;

(8) in the case of a person that is an

estate or is acting as a limited partner by virtue of being a

personal representative of an estate, distribution of the

estate's entire transferable interest in the limited

partnership, but not merely by reason of the substitution of a

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successor personal representative;

(9) termination of a limited partner that is

not an individual, partnership, limited liability company,

corporation, trust or estate; or

(10) the limited partnership's participation

in a conversion or merger pursuant to Article 11 of the

Uniform Revised Limited Partnership Act, if the limited

partnership:

(a) is not the converted or surviving

entity; or

(b) is the converted or surviving

entity but, as a result of the conversion or merger, the

person ceases to be a limited partner.

Section 602. EFFECT OF DISSOCIATION AS LIMITED

PARTNER.--

A. Upon a person's dissociation as a limited

partner:

(1) subject to Section 704 of the Uniform

Revised Limited Partnership Act, the person does not have

further rights as a limited partner;

(2) the person's obligation of good faith

and fair dealing as a limited partner pursuant to Subsection B

of Section 305 of the Uniform Revised Limited Partnership Act

continues only as to matters arising and events occurring

before the dissociation; and

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(3) subject to Section 704 and Article 11 of

the Uniform Revised Limited Partnership Act, any transferable

interest owned by the person in the person's capacity as a

limited partner immediately before dissociation is owned by

the person as a mere transferee.

B. A person's dissociation as a limited partner

does not of itself discharge the person from any obligation to

the limited partnership or the other partners that the person

incurred while a limited partner.

Section 603. DISSOCIATION AS GENERAL PARTNER.--A person

is dissociated from a limited partnership as a general partner

upon the occurrence of any of the following events:

A. the limited partnership's having notice of the

person's express will to withdraw as a general partner or on a

later date specified by the person;

B. an event agreed to in the partnership agreement

as causing the person's dissociation as a general partner;

C. the person's expulsion as a general partner

pursuant to the partnership agreement;

D. the person's expulsion as a general partner by

the unanimous consent of the other partners if:

(1) it is unlawful to carry on the limited

partnership's activities with the person as a general partner;

(2) there has been a transfer of all or

substantially all of the person's transferable interest in the

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limited partnership, other than a transfer for security

purposes, or a court order charging the person's interest,

which has not been foreclosed;

(3) the person is a corporation and, within

ninety days after the limited partnership notifies the person

that it will be expelled as a general partner because it has

filed a certificate of dissolution or the equivalent, its

charter has been revoked, or its right to conduct business has

been suspended by the jurisdiction of its incorporation, there

is no revocation of the certificate of dissolution or no

reinstatement of its charter or its right to conduct business;

or

(4) the person is a limited liability

company or partnership that has been dissolved and whose

business is being wound up;

E. on application by the limited partnership, the

person's expulsion as a general partner by judicial

determination because:

(1) the person engaged in wrongful conduct

that adversely and materially affected the limited partnership

activities;

(2) the person willfully or persistently

committed a material breach of the partnership agreement or of

a duty owed to the partnership or the other partners pursuant

to Section 408 of the Uniform Revised Limited Partnership Act;

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or

(3) the person engaged in conduct relating

to the limited partnership's activities that makes it not

reasonably practicable to carry on the activities of the

limited partnership with the person as a general partner;

F. the person's:

(1) becoming a debtor in bankruptcy;

(2) execution of an assignment for the

benefit of creditors;

(3) seeking, consenting to or acquiescing in

the appointment of a trustee, receiver or liquidator of the

person or of all or substantially all of the person's

property; or

(4) failure, within ninety days after the

appointment, to have vacated or stayed the appointment of a

trustee, receiver or liquidator of the general partner or of

all or substantially all of the person's property obtained

without the person's consent or acquiescence, or failing

within ninety days after the expiration of a stay to have the

appointment vacated;

G. in the case of a person who is an individual:

(1) the person's death;

(2) the appointment of a guardian or general

conservator for the person; or

(3) a judicial determination that the person

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has otherwise become incapable of performing the person's

duties as a general partner pursuant to the partnership

agreement;

H. in the case of a person that is a trust or is

acting as a general partner by virtue of being a trustee of a

trust, distribution of the trust's entire transferable

interest in the limited partnership, but not merely by reason

of the substitution of a successor trustee;

I. in the case of a person that is an estate or is

acting as a general partner by virtue of being a personal

representative of an estate, distribution of the estate's

entire transferable interest in the limited partnership, but

not merely by reason of the substitution of a successor

personal representative;

J. termination of a general partner that is not an

individual, partnership, limited liability company,

corporation, trust or estate; or

K. the limited partnership's participation in a

conversion or merger pursuant to Article 11 of the Uniform

Revised Limited Partnership Act, if the limited partnership:

(1) is not the converted or surviving

entity; or

(2) is the converted or surviving entity

but, as a result of the conversion or merger, the person

ceases to be a general partner.

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Section 604. PERSON'S POWER TO DISSOCIATE AS GENERAL

PARTNER--WRONGFUL DISSOCIATION.--

A. A person has the power to dissociate as a

general partner at any time, rightfully or wrongfully, by

express will pursuant to Subsection A of Section 603 of the

Uniform Revised Limited Partnership Act.

B. A person's dissociation as a general partner is

wrongful only if:

(1) it is in breach of an express provision

of the partnership agreement; or

(2) it occurs before the termination of the

limited partnership, and:

(a) the person withdraws as a general

partner by express will;

(b) the person is expelled as a general

partner by judicial determination pursuant to Subsection E of

Section 603 of the Uniform Revised Limited Partnership Act;

(c) the person is dissociated as a

general partner by becoming a debtor in bankruptcy; or

(d) in the case of a person that is not

an individual, trust other than a business trust, or estate,

the person is expelled or otherwise dissociated as a general

partner because it willfully dissolved or terminated.

C. A person that wrongfully dissociates as a

general partner is liable to the limited partnership and,

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subject to Section 1001 of the Uniform Revised Limited

Partnership Act, to the other partners for damages caused by

the dissociation. The liability is in addition to any other

obligation of the general partner to the limited partnership

or to the other partners.

Section 605. EFFECT OF DISSOCIATION AS GENERAL

PARTNER.--

A. Upon a person's dissociation as a general

partner:

(1) the person's right to participate as a

general partner in the management and conduct of the

partnership's activities terminates;

(2) the person's duty of loyalty as a

general partner pursuant to Paragraph (3) of Subsection B of

Section 408 of the Uniform Revised Limited Partnership Act

terminates;

(3) the person's duty of loyalty as a

general partner pursuant to Paragraphs (1) and (2) of

Subsection B of Section 408 of the Uniform Revised Limited

Partnership Act and duty of care pursuant to Subsection C of

Section 408 of the Uniform Revised Limited Partnership Act

continue only with regard to matters arising and events

occurring before the person's dissociation as a general

partner;

(4) the person may sign and deliver to the

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secretary of state for filing a statement of dissociation

pertaining to the person and, at the request of the limited

partnership, shall sign an amendment to the certificate of

limited partnership that states that the person has

dissociated; and

(5) subject to Section 704 and Article 11 of

the Uniform Revised Limited Partnership Act, any transferable

interest owned by the person immediately before dissociation

in the person's capacity as a general partner is owned by the

person as a mere transferee.

B. A person's dissociation as a general partner

does not of itself discharge the person from any obligation to

the limited partnership or the other partners that the person

incurred while a general partner.

Section 606. POWER TO BIND AND LIABILITY TO LIMITED

PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON

DISSOCIATED AS GENERAL PARTNER.--

A. After a person is dissociated as a general

partner and before the limited partnership is dissolved,

converted pursuant to Article 11 of the Uniform Revised

Limited Partnership Act or merged out of existence pursuant to

Article 11 of that act, the limited partnership is bound by an

act of the person only if:

(1) the act would have bound the limited

partnership pursuant to Section 402 of the Uniform Revised

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Limited Partnership Act before the dissociation; 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.

B. If a limited partnership is bound pursuant to

Subsection A of this section, the person dissociated as a

general partner that caused the limited partnership to be

bound is liable:

(1) to the limited partnership for any

damage caused to the limited partnership arising from the

obligation incurred pursuant to Subsection A of this section;

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.

Section 607. LIABILITY TO OTHER PERSONS OF PERSON

DISSOCIATED AS GENERAL PARTNER.--

A. A person's dissociation as a general partner

does not of itself discharge the person's liability as a

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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 of the Uniform

Revised Limited Partnership Act on an obligation incurred by

the limited partnership pursuant to Section 804 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

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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.

ARTICLE 7

TRANSFERABLE INTERESTS AND RIGHTS

OF TRANSFEREES AND CREDITORS

Section 701. PARTNER'S TRANSFERABLE INTEREST.--The only

interest of a partner that is transferable is the partner's

transferable interest. A transferable interest is personal

property.

Section 702. TRANSFER OF PARTNER'S TRANSFERABLE

INTEREST.--

A. A transfer, in whole or in part, of a partner's

transferable interest:

(1) is permissible;

(2) does not by itself cause the partner's

dissociation or a dissolution and winding up of the limited

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partnership's activities; and

(3) does not, as against the other partners

or the limited partnership, entitle the transferee to

participate in the management or conduct of the limited

partnership's activities, to require access to information

concerning the limited partnership's transactions, except as

otherwise provided in Subsection C of this section, or to

inspect or copy the required information or the limited

partnership's other records.

B. A transferee has a right to receive, in

accordance with the transfer:

(1) distributions to which the transferor

would otherwise be entitled; and

(2) upon the dissolution and winding up of

the limited partnership's activities, the net amount otherwise

distributable to the transferor.

C. In a dissolution and winding up, a transferee

is entitled to an account of the limited partnership's

transactions only from the date of dissolution.

D. Upon transfer, the transferor retains the

rights of a partner other than the interest in distributions

transferred and retains all duties and obligations of a

partner.

E. A limited partnership need not give effect to a

transferee's rights pursuant to this section until the limited

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partnership has notice of the transfer.

F. A transfer of a partner's transferable interest

in the limited partnership in violation of a restriction on

transfer contained in the partnership agreement is ineffective

as to a person having notice of the restriction at the time of

transfer.

G. A transferee that becomes a partner with

respect to a transferable interest is liable for the

transferor's obligations pursuant to Sections 502 and 509 of

the Uniform Revised Limited Partnership Act. However, the

transferee is not obligated for liabilities unknown to the

transferee at the time the transferee became a partner.

Section 703. RIGHTS OF CREDITOR OF PARTNER OR

TRANSFEREE.--

A. On application to a court of competent

jurisdiction by any judgment creditor of a partner or

transferee, the court may charge the transferable interest of

the judgment debtor with payment of the unsatisfied amount of

the judgment with interest. To the extent so charged, the

judgment creditor has only the rights of a transferee. The

court may appoint a receiver of the share of the distributions

due or to become due to the judgment debtor in respect of the

partnership and make all other orders, directions, accounts

and inquiries the judgment debtor might have made or that the

circumstances of the case may require to give effect to the

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charging order.

B. A charging order constitutes a lien on the

judgment debtor's transferable interest. The court may order

a foreclosure upon the interest subject to the charging order

at any time. The purchaser at the foreclosure sale has the

rights of a transferee.

C. At any time before foreclosure, an interest

charged may be redeemed:

(1) by the judgment debtor;

(2) with property other than limited

partnership property, by one or more of the other partners; or

(3) with limited partnership property, by

the limited partnership with the consent of all partners whose

interests are not so charged.

D. The Uniform Revised Limited Partnership Act

does not deprive any partner or transferee of the benefit of

any exemption laws applicable to the partner's or transferee's

transferable interest.

E. This section provides the exclusive remedy by

which a judgment creditor of a partner or transferee may

satisfy a judgment out of the judgment debtor's transferable

interest.

Section 704. POWER OF ESTATE OF DECEASED PARTNER.--If a

partner dies, the deceased partner's personal representative

or other legal representative may exercise the rights of a

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transferee as provided in Section 702 of the Uniform Revised

Limited Partnership Act and, for the purposes of settling the

estate, may exercise the rights of a current limited partner

pursuant to Section 304 of the Uniform Revised Limited

Partnership Act.

ARTICLE 8

DISSOLUTION

Section 801. NONJUDICIAL DISSOLUTION.--Except as

otherwise provided in Section 802 of the Uniform Revised

Limited Partnership Act, a limited partnership is dissolved,

and its activities must be wound up, only upon the occurrence

of any of the following:

A. the happening of an event specified in the

partnership agreement;

B. the consent of all general partners and of

limited partners owning a majority of the rights to receive

distributions as limited partners at the time the consent is

to be effective;

C. after the dissociation of a person as a general

partner:

(1) if the limited partnership has at least

one remaining general partner, the consent to dissolve the

limited partnership given within ninety days after the

dissociation by partners owning a majority of the rights to

receive distributions as partners at the time the consent is

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to be effective; or

(2) if the limited partnership does not have

a remaining general partner, the passage of ninety days after

the dissociation, unless before the end of the period:

(a) consent to continue the activities

of the limited partnership and admit at least one general

partner is given by limited partners owning a majority of the

rights to receive distributions as limited partners at the

time the consent is to be effective; and

(b) at least one person is admitted as

a general partner in accordance with the consent; or

D. the passage of ninety days after the

dissociation of the limited partnership's last limited

partner, unless before the end of the period the limited

partnership admits at least one limited partner.

Section 802. JUDICIAL DISSOLUTION.--On application by a

partner, the district court may order dissolution of a limited

partnership if it is not reasonably practicable to carry on

the activities of the limited partnership in conformity with

the partnership agreement.

Section 803. WINDING UP.--

A. A limited partnership continues after

dissolution only for the purpose of winding up its activities.

B. In winding up its activities, the limited

partnership:

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(1) may amend its certificate of limited

partnership to state that the limited partnership is

dissolved, preserve the limited partnership business or

property as a going concern for a reasonable time, prosecute

and defend actions and proceedings, whether civil, criminal or

administrative, transfer the limited partnership's property,

settle disputes by mediation or arbitration, file a statement

of termination as provided in Section 203 of the Uniform

Revised Limited Partnership Act and perform other necessary

acts; and

(2) shall discharge the limited

partnership's liabilities, settle and close the limited

partnership's activities and marshal and distribute the assets

of the partnership.

C. If a dissolved limited partnership does not

have a general partner, a person to wind up the dissolved

limited partnership's activities may be appointed by the

consent of limited partners owning a majority of the rights to

receive distributions as limited partners at the time the

consent is to be effective. A person appointed pursuant to

this subsection:

(1) has the powers of a general partner

pursuant to Section 804 of the Uniform Revised Limited

Partnership Act; and

(2) shall promptly amend the certificate of

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limited partnership to state:

(a) that the limited partnership does

not have a general partner;

(b) the name of the person that has

been appointed to wind up the limited partnership; and

(c) the street and mailing address of

the person.

D. On the application of any partner, the district

court may order judicial supervision of the winding up,

including the appointment of a person to wind up the dissolved

limited partnership's activities, if:

(1) a limited partnership does not have a

general partner and within a reasonable time following the

dissolution no person has been appointed pursuant to

Subsection C of this section; or

(2) the applicant establishes other good

cause.

Section 804. POWER OF GENERAL PARTNER AND PERSON

DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER

DISSOLUTION.--

A. A limited partnership is bound by a general

partner's act after dissolution that:

(1) is appropriate for winding up the

limited partnership's activities; or

(2) would have bound the limited partnership

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pursuant to Section 402 of the Uniform Revised Limited

Partnership Act before dissolution, if, at the time the other

party enters into the transaction, the other party does not

have notice of the dissolution.

B. A person dissociated as a general partner binds

a limited partnership through an act occurring after

dissolution if:

(1) 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; and

(2) the act:

(a) is appropriate for winding up the

limited partnership's activities; or

(b) would have bound the limited

partnership pursuant to Section 402 of the Uniform Revised

Limited Partnership Act before dissolution and at the time the

other party enters into the transaction the other party does

not have notice of the dissolution.

Section 805. LIABILITY AFTER DISSOLUTION OF GENERAL

PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED

PARTNERSHIP, OTHER GENERAL PARTNERS AND PERSONS DISSOCIATED AS

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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 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

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to the general partner or other person arising from the

liability.

Section 806. KNOWN CLAIMS AGAINST DISSOLVED LIMITED

PARTNERSHIP.--

A. A dissolved limited partnership may dispose of

the known claims against it by following the procedure

described in Subsection B of this section.

B. A dissolved limited partnership may notify its

known claimants of the dissolution in a record. The notice

shall:

(1) specify the information required to be

included in a claim;

(2) provide a mailing address to which the

claim is to be sent;

(3) state the deadline for receipt of the

claim, which shall not be less than one hundred twenty days

after the date the notice is received by the claimant;

(4) state that the claim will be barred if

not received by the deadline; and

(5) unless the limited partnership has been

throughout its existence a limited liability limited

partnership, state that the barring of a claim against the

limited partnership will also bar any corresponding claim

against any general partner or person dissociated as a general

partner that is based on Section 404 of the Uniform Revised

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Limited Partnership Act.

C. A claim against a dissolved limited partnership

is barred if the requirements of Subsection B of this section

are met and:

(1) the claim is not received by the

specified deadline; or

(2) in the case of a claim that is timely

received but rejected by the dissolved limited partnership,

the claimant does not commence an action to enforce the claim

against the limited partnership within ninety days after the

receipt of the notice of the rejection.

D. This section does not apply to a claim based on

an event occurring after the effective date of dissolution or

a liability that is contingent on that date.

Section 807. OTHER CLAIMS AGAINST DISSOLVED LIMITED

PARTNERSHIP.--

A. A dissolved limited partnership may publish

notice of its dissolution and request persons having claims

against the limited partnership to present them in accordance

with the notice.

B. The notice shall:

(1) be published at least once in a

newspaper of general circulation in the county in which the

dissolved limited partnership's principal office is located

or, if it has none in this state, in the county in which the

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limited partnership's designated office is or was last

located;

(2) describe the information required to be

contained in a claim and provide a mailing address to which

the claim is to be sent;

(3) state that a claim against the limited

partnership is barred unless an action to enforce the claim is

commenced within five years after publication of the notice;

and

(4) unless the limited partnership has been

throughout its existence a limited liability limited

partnership, state that the barring of a claim against the

limited partnership will also bar any corresponding claim

against any general partner or person dissociated as a general

partner that is based on Section 404 of the Uniform Revised

Limited Partnership Act.

C. If a dissolved limited partnership publishes a

notice in accordance with Subsection B of this section, the

claim of each of the following claimants is barred unless the

claimant commences an action to enforce the claim against the

dissolved limited partnership within five years after the

publication date of the notice:

(1) a claimant that did not receive notice

in a record pursuant to Section 806 of the Uniform Revised

Limited Partnership Act;

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(2) a claimant whose claim was timely sent

to the dissolved limited partnership but not acted on; and

(3) a claimant whose claim is contingent or

based on an event occurring after the effective date of

dissolution.

D. A claim not barred pursuant to this section may

be enforced:

(1) against the dissolved limited

partnership, to the extent of its undistributed assets;

(2) if the assets have been distributed in

liquidation, against a partner or transferee to the extent of

that person's proportionate share of the claim or the limited

partnership's assets distributed to the partner or transferee

in liquidation, whichever is less, but a person's total

liability for all claims pursuant to this paragraph does not

exceed the total amount of assets distributed to the person as

part of the winding up of the dissolved limited partnership;

or

(3) against any person liable on the claim

pursuant to Section 404 of the Uniform Revised Limited

Partnership Act.

Section 808. LIABILITY OF GENERAL PARTNER AND PERSON

DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED

PARTNERSHIP BARRED.--If a claim against a dissolved limited

partnership is barred pursuant to Section 806 or 807 of the

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Uniform Revised Limited Partnership Act, any corresponding

claim pursuant to Section 404 of the Uniform Revised Limited

Partnership Act is also barred.

Section 809. DISPOSITION OF ASSETS--WHEN CONTRIBUTIONS

REQUIRED.--

A. In winding up a limited partnership's

activities, the assets of the limited partnership, including

the contributions required by this section, shall be applied

to satisfy the limited partnership's obligations to creditors,

including, to the extent permitted by law, partners that are

creditors.

B. Any surplus remaining after the limited

partnership complies with Subsection A of this section shall

be paid in cash as a distribution.

C. If a limited partnership's assets are

insufficient to satisfy all of its obligations pursuant to

Subsection A of this section, with respect to each unsatisfied

obligation incurred when the limited partnership was not a

limited liability limited partnership, the following rules

apply:

(1) each person that was a general partner

when the obligation was incurred and that has not been

released from the obligation pursuant to Section 607 of the

Uniform Revised Limited Partnership Act shall contribute to

the limited partnership for the purpose of enabling the

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limited partnership to satisfy the obligation. The

contribution due from each of those persons is in proportion

to the right to receive distributions in the capacity of

general partner in effect for each of those persons when the

obligation was incurred;

(2) if a person does not contribute the full

amount required pursuant to Paragraph (1) of this subsection

with respect to an unsatisfied obligation of the limited

partnership, the other persons required to contribute by

Paragraph (1) of this subsection on account of the obligation

shall contribute the additional amount necessary to discharge

the obligation. The additional contribution due from each of

those other persons is in proportion to the right to receive

distributions in the capacity of general partner in effect for

each of those other persons when the obligation was incurred;

and

(3) if a person does not make the additional

contribution required by Paragraph (2) of this subsection,

further additional contributions are determined and due in the

same manner as provided in that paragraph.

D. A person that makes an additional contribution

pursuant to Paragraph (2) or (3) of Subsection C of this

section may recover from any person whose failure to

contribute pursuant to Paragraph (1) or (2) of Subsection C of

this section necessitated the additional contribution. A

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person shall not recover pursuant to this subsection more than

the amount additionally contributed. A person's liability

pursuant to this subsection shall not exceed the amount the

person failed to contribute.

E. The estate of a deceased individual is liable

for the person's obligations pursuant to this section.

F. An assignee for the benefit of creditors of a

limited partnership or a partner, or a person appointed by a

court to represent creditors of a limited partnership or a

partner, may enforce a person's obligation to contribute

pursuant to Subsection C of this section.

ARTICLE 9

FOREIGN LIMITED PARTNERSHIPS

Section 901. GOVERNING LAW.--

A. The laws of the state or other jurisdiction

under which a foreign limited partnership is organized govern

relations between the partners of the foreign limited

partnership and between the partners and the foreign limited

partnership and the liability of partners as partners for an

obligation of the foreign limited partnership.

B. A foreign limited partnership may not be denied

a certificate of authority by reason of any difference between

the laws of the jurisdiction under which the foreign limited

partnership is organized and the laws of this state.

C. A certificate of authority does not authorize a

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foreign limited partnership to engage in any business or

exercise any power that a limited partnership may not engage

in or exercise in this state.

Section 902. APPLICATION FOR CERTIFICATE OF

AUTHORITY.--

A. 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, an alternate

name adopted pursuant to Subsection A of Section 905 of the

Uniform Revised Limited Partnership Act;

(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

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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.

If it does not use the English language and Arabic numbers, it

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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 or information of

similar import.

Section 903. ACTIVITIES NOT CONSTITUTING TRANSACTING

BUSINESS.--

A. Activities of a foreign limited partnership

that do not constitute transacting business in this state

within the meaning of Article 9 of the Uniform Revised Limited

Partnership Act include:

(1) maintaining, defending and settling an

action or proceeding, whether judicial, administrative,

arbitration or mediation;

(2) holding meetings of its partners or

carrying on any other activity concerning its internal

affairs;

(3) maintaining accounts in financial

institutions;

(4) maintaining offices or agencies for the

transfer, exchange and registration of the foreign limited

partnership's own securities or maintaining trustees or

depositories with respect to those securities;

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(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether

by mail or electronic means or through employees or agents or

otherwise, if the orders require acceptance outside this state

before they become contracts;

(7) creating as borrower or lender or

acquiring indebtedness, with or without mortgages or security

interests in real or personal property;

(8) securing or collecting debts or

foreclosing mortgages or other security interests in property

securing the debts and holding, protecting and maintaining

property so acquired;

(9) investing in or acquiring, in

transactions outside New Mexico, royalties and other

nonoperating mineral interests; and executing division orders,

contracts of sale and other instruments incidental to the

ownership of such nonoperating mineral interests;

(10) owning or controlling an interest in a

corporation or other entity that transacts business in this

state or is organized under the laws of this state;

(11) being a partner in a partnership,

including a limited partnership, a limited liability

partnership or a limited liability limited partnership, that

transacts business in this state or is organized under the

laws of this state;

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(12) being a member or a manager of a

limited liability company that transacts business in this

state or is organized under the laws of this state;

(13) conducting an isolated transaction that

is completed within thirty days and is not one in the course

of similar transactions of a like manner; and

(14) transacting business in interstate

commerce.

B. For purposes of Article 9 of the Uniform

Revised Limited Partnership Act, the ownership in this state

of income-producing real property or tangible personal

property, other than property excluded pursuant to Subsection

A of this section, constitutes transacting business in this

state.

C. This section does not apply in determining the

contacts or activities that may subject a foreign limited

partnership to service of process, taxation or regulation

pursuant to any other law of this state.

Section 904. FILING OF CERTIFICATE OF AUTHORITY.--

Unless the secretary of state determines that an application

for a certificate of authority or a revised application for a

certificate of authority does not comply with the filing

requirements of the Uniform Revised Limited Partnership Act,

the secretary of state, upon payment of all filing fees, shall

file the application, prepare, sign and file a certificate of

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authority to transact business in this state or restated

certificate of authority in the case of a revised application,

and send a copy of the filed certificate, together with a

receipt for the fees, to the foreign limited partnership or

its representative.

Section 905. NONCOMPLYING NAME OF FOREIGN LIMITED

PARTNERSHIP.--

A. A foreign limited partnership whose name does

not comply with Section 108 of the Uniform Revised Limited

Partnership Act shall not obtain a certificate of authority

until it adopts, for the purpose of transacting business in

this state, an alternate name that complies with Section 108

of that act. After obtaining a certificate of authority with

an alternate name, a foreign limited partnership shall

transact business in this state under the name.

B. If a foreign limited partnership authorized to

transact business in this state changes its name to one that

does not comply with Section 108 of the Uniform Revised

Limited Partnership Act, it shall not thereafter transact

business in this state until it complies with Subsection A of

this section and obtains an amended certificate of authority.

Section 906. CHANGES OR ERRORS IN APPLICATION FOR

CERTIFICATE OF AUTHORITY.--

A. A foreign limited partnership shall deliver to

the secretary of state for filing:

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(1) a revised application for a certificate

of authority to reflect any change in the information

contained in an application for certificate of authority; or

(2) a statement of correction pursuant to

Section 207 of the Uniform Revised Limited Partnership Act for

the correction of any information that was false or incorrect

or of any defective signature on the application. The revised

application for a certificate of authority or statement of

correction shall be delivered to the secretary of state

promptly after the foreign limited partnership has notice of

the change, the false or incorrect information or the

defective signature.

B. The revised application for certificate of

authority shall state:

(1) the name of the foreign limited

partnership;

(2) the date of filing of its initial

application for a certificate;

(3) any identification number assigned by

the secretary of state to the foreign limited partnership or

the initial application, or both; and

(4) the information required in Section 902

of the Uniform Revised Limited Partnership Act for an

application for a certificate of authority.

C. A general partner that knows that any

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information in a filed application for certificate of

authority was false when filed or has become false due to

changed circumstances shall promptly:

(1) cause a revised application to be filed;

or

(2) if appropriate, deliver to the secretary

of state for filing a statement of correction pursuant to

Section 207 of the Uniform Revised Limited Partnership Act.

Section 907. CANCELLATION OF CERTIFICATE OF AUTHORITY--

EFFECT OF FAILURE TO HAVE CERTIFICATE.--

A. In order to cancel its certificate of authority

to transact business in this state, a foreign limited

partnership shall deliver to the secretary of state for filing

a notice of cancellation. The certificate is canceled when

the notice becomes effective pursuant to Section 206 of the

Uniform Revised Limited Partnership Act.

B. A foreign limited partnership transacting

business in this state shall not maintain an action or

proceeding in this state unless it has a certificate of

authority to transact business in this state.

C. The failure of a foreign limited partnership to

have a certificate of authority to transact business in this

state does not impair the validity of a contract or act of the

foreign limited partnership or prevent the foreign limited

partnership from defending an action or proceeding in this

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state.

D. A partner of a foreign limited partnership is

not liable for the obligations of the foreign limited

partnership solely by reason of the foreign limited

partnership's having transacted business in this state without

a certificate of authority.

E. If a foreign limited partnership transacts

business in this state without a certificate of authority,

cancels its certificate of authority or fails to appoint and

maintain an agent for service of process as required by

Subsection B of Section 114 of the Uniform Revised Limited

Partnership Act, it appoints the secretary of state as its

agent for service of process for rights of action arising out

of the transaction of business in this state.

Section 908. ACTION BY ATTORNEY GENERAL.--The attorney

general may maintain an action to restrain a foreign limited

partnership from transacting business in this state in

violation of Article 9 of the Uniform Revised Limited

Partnership Act.

ARTICLE 10

ACTIONS BY PARTNERS

Section 1001. DIRECT ACTION BY PARTNER.--

A. Subject to Subsection B of this section, a

partner may maintain a direct action against the limited

partnership or another partner for legal or equitable relief,

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with or without an accounting as to the partnership's

activities, to enforce the rights and otherwise protect the

interests of the partner, including rights and interests

pursuant to the partnership agreement or the Uniform Revised

Limited Partnership Act, or arising independently of the

partnership relationship.

B. A partner commencing a direct action pursuant

to this section is required to plead and prove an actual or

threatened injury that is not solely the result of an injury

suffered or threatened to be suffered by the limited

partnership.

C. The accrual of, and any time limitation on, a

right of action for a remedy pursuant to this section is

governed by other law. A right to an accounting upon a

dissolution and winding up does not revive a claim barred by

law.

Section 1002. DERIVATIVE ACTION.--A partner may

maintain a derivative action to enforce a right of a limited

partnership if:

A. the partner first makes a demand on the general

partners, requesting that they cause the limited partnership

to bring an action to enforce the right, and the general

partners do not bring the action within a reasonable time; or

B. a demand would be futile.

Section 1003. PROPER PLAINTIFF.--A derivative action

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may be maintained only by a person that is a partner at the

time the action is commenced and:

A. that was a partner when the conduct giving rise

to the action occurred; or

B. whose status as a partner devolved upon the

person by operation of law or pursuant to the terms of the

partnership agreement from a person that was a partner at the

time of the conduct.

Section 1004. PLEADING.--In a derivative action, the

complaint must state with particularity:

A. the date and content of plaintiff's demand and

the general partners' response to the demand; or

B. why demand should be excused as futile.

Section 1005. PROCEEDS AND EXPENSES.--

A. Except as otherwise provided in Subsection B of

this section:

(1) any proceeds or other benefits of a

derivative action, whether by judgment, compromise or

settlement, belong to the limited partnership and not to the

derivative plaintiff; and

(2) if the derivative plaintiff receives any

proceeds, the derivative plaintiff shall immediately remit

them to the limited partnership.

B. If a derivative action is successful in whole

or in part, the court may award the plaintiff reasonable

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expenses, including reasonable attorney fees, from the

recovery of the limited partnership.

ARTICLE 11

CONVERSION AND MERGER

Section 1101. DEFINITIONS.--As used in Article 11 of

the Uniform Revised Limited Partnership Act:

A. "constituent limited partnership" means a

constituent organization that is a limited partnership;

B. "constituent organization" means an

organization that is party to a merger;

C. "converted organization" means the organization

into which a converting organization converts pursuant to

Sections 1102 through 1105 of the Uniform Revised Limited

Partnership Act;

D. "converting limited partnership" means a

converting organization that is a limited partnership;

E. "converting organization" means an organization

that converts into another organization pursuant to Section

1102 of the Uniform Revised Limited Partnership Act;

F. "general partner" means a general partner of a

limited partnership;

G. "governing statute" of an organization means

the statute that governs the organization's internal affairs;

H. "organization" means a general partnership,

including a limited liability partnership; limited

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partnership, including a limited liability limited

partnership; limited liability company; business trust;

corporation; or any other person having a governing statute.

"Organization" includes domestic and foreign organizations

whether or not organized for profit;

I. "organizational documents" means:

(1) for a domestic or foreign general

partnership, its partnership agreement;

(2) for a limited partnership or foreign

limited partnership, its certificate of limited partnership

and partnership agreement;

(3) for a domestic or foreign limited

liability company, its articles of organization and operating

agreement, or comparable records as provided in its governing

statute;

(4) for a business trust, its agreement of

trust and declaration of trust;

(5) for a domestic or foreign corporation

for profit, its articles of incorporation, bylaws and other

agreements among its shareholders that are authorized by its

governing statute, or comparable records as provided in its

governing statute; and

(6) for any other organization, the basic

records that create the organization and determine its

internal governance and the relations between the persons that

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own it, have an interest in it or are members of it;

J. "personal liability" means personal liability

for a debt, liability or other obligation of an organization

that is imposed on a person that co-owns, has an interest in

or is a member of the organization:

(1) by the organization's governing statute

solely by reason of the person co-owning, having an interest

in, or being a member of the organization; or

(2) by the organization's organizational

documents pursuant to a provision of the organization's

governing statute authorizing those documents to make one or

more specified persons liable for all or specified debts,

liabilities and other obligations of the organization solely

by reason of the person or persons co-owning, having an

interest in or being a member of the organization; and

K. "surviving organization" means an organization

into which one or more other organizations are merged. A

surviving organization may preexist the merger or be created

by the merger.

Section 1102. CONVERSION.--

A. An organization other than a limited

partnership may convert to a limited partnership, and a

limited partnership may convert to another organization

pursuant to this section and Sections 1103 through 1105 of the

Uniform Revised Limited Partnership Act and a plan of

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conversion, if:

(1) the other organization's governing

statute authorizes the conversion;

(2) the conversion is not prohibited by the

law of the jurisdiction that enacted the governing statute;

and

(3) the other organization complies with its

governing statute in effecting the conversion.

B. A plan of conversion must be in a record and

must include:

(1) the name and form of the organization

before conversion;

(2) the name and form of the organization

after conversion;

(3) the terms and conditions of the

conversion, including the manner and basis for converting

interests in the converting organization into any combination

of money, interests in the converted organization and other

consideration; and

(4) the organizational documents of the

converted organization.

Section 1103. ACTION ON PLAN OF CONVERSION BY

CONVERTING LIMITED PARTNERSHIP.--

A. Subject to Section 1110 of the Uniform Revised

Limited Partnership Act, a plan of conversion must be

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consented to by all the partners of a converting limited

partnership.

B. Subject to Section 1110 of the Uniform Revised

Limited Partnership Act and any contractual rights, after a

conversion is approved, and at any time before a filing is

made pursuant to Section 1104 of the Uniform Revised Limited

Partnership Act, a converting limited partnership may amend

the plan or abandon the planned conversion:

(1) as provided in the plan; and

(2) except as prohibited by the plan, by the

same consent as was required to approve the plan.

Section 1104. FILINGS REQUIRED FOR CONVERSION--

EFFECTIVE DATE.--

A. After a plan of conversion is approved:

(1) a converting limited partnership shall

deliver to the secretary of state for filing articles of

conversion that shall include:

(a) a statement that the limited

partnership has been converted into another organization;

(b) the name and form of the

organization and the jurisdiction of its governing statute;

(c) the date the conversion is

effective pursuant to the governing statute of the converted

organization;

(d) a statement that the conversion was

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approved as required by the Uniform Revised Limited

Partnership Act;

(e) a statement that the conversion was

approved as required by the governing statute of the converted

organization; and

(f) if the converted organization is a

foreign organization not authorized to transact business in

this state, the street and mailing address of an office that

the secretary of state may use for the purposes of Subsection

C of Section 1105 of the Uniform Revised Limited Partnership

Act; and

(2) if the converting organization is not a

converting limited partnership, the converting organization

shall deliver to the secretary of state for filing a

certificate of limited partnership that shall include, in

addition to the information required by Section 201 of the

Uniform Revised Limited Partnership Act:

(a) a statement that the limited

partnership was converted from another organization;

(b) the name and form of the

organization and the jurisdiction of its governing statute;

and

(c) a statement that the conversion was

approved in a manner that complied with the organization's

governing statute.

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B. A conversion becomes effective:

(1) if the converted organization is a

limited partnership, when the certificate of limited

partnership takes effect; and

(2) if the converted organization is not a

limited partnership, as provided by the governing statute of

the converted organization.

Section 1105. EFFECT OF CONVERSION.--

A. An organization that has been converted

pursuant to Article 11 of the Uniform Revised Limited

Partnership Act is for all purposes the same entity that

existed before the conversion.

B. When a conversion takes effect:

(1) all property owned by the converting

organization remains vested in the converted organization;

(2) all debts, liabilities and other

obligations of the converting organization continue as

obligations of the converted organization;

(3) an action or proceeding pending by or

against the converting organization may be continued as if the

conversion had not occurred;

(4) except as prohibited by other law, all

of the rights, privileges, immunities, powers and purposes of

the converting organization remain vested in the converted

organization;

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(5) except as otherwise provided in the plan

of conversion, the terms and conditions of the plan of

conversion take effect; and

(6) except as otherwise agreed, the

conversion does not dissolve a converting limited partnership

for the purposes of Article 8 of the Uniform Revised Limited

Partnership Act.

C. A converted organization that is a foreign

organization consents to the jurisdiction of the courts of

this state to enforce any obligation owed by the converting

limited partnership, if before the conversion the converting

limited partnership was subject to suit in this state on the

obligation. A converted organization that is a foreign

organization and not authorized to transact business in this

state appoints the secretary of state as its agent for service

of process for purposes of enforcing an obligation pursuant to

this subsection. Service on the secretary of state pursuant

to this subsection is made in the same manner and with the

same consequences as in Subsections C and D of Section 117 of

the Uniform Revised Limited Partnership Act.

Section 1106. MERGER.--

A. A limited partnership may merge with one or

more other constituent organizations pursuant to this section

and Sections 1107 through 1109 of the Uniform Revised Limited

Partnership Act and a plan of merger, if:

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(1) the governing statute of each of the

other organizations authorizes the merger;

(2) the merger is not prohibited by the law

of a jurisdiction that enacted any of those governing

statutes; and

(3) each of the other organizations complies

with its governing statute in effecting the merger.

B. A plan of merger shall be in a record and shall

include:

(1) the name and form of each constituent

organization;

(2) the name and form of the surviving

organization and, if the surviving organization is to be

created by the merger, a statement to that effect;

(3) the terms and conditions of the merger,

including the manner and basis for converting the interests in

each constituent organization into any combination of money,

interests in the surviving organization and other

consideration;

(4) if the surviving organization is to be

created by the merger, the surviving organization's

organizational documents; and

(5) if the surviving organization is not to

be created by the merger, any amendments to be made by the

merger to the surviving organization's organizational

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documents.

Section 1107. ACTION ON PLAN OF MERGER BY CONSTITUENT

LIMITED PARTNERSHIP.--

A. Subject to Section 1110 of the Uniform Revised

Limited Partnership Act, a plan of merger must be consented to

by all the partners of a constituent limited partnership.

B. Subject to Section 1110 of the Uniform Revised

Limited Partnership Act and any contractual rights, after a

merger is approved, and at any time before a filing is made

pursuant to Section 1108 of the Uniform Revised Limited

Partnership Act, a constituent limited partnership may amend

the plan or abandon the planned merger:

(1) as provided in the plan; and

(2) except as prohibited by the plan, with

the same consent as was required to approve the plan.

Section 1108. FILINGS REQUIRED FOR MERGER--EFFECTIVE

DATE.--

A. After each constituent organization has

approved a merger, articles of merger shall be signed on

behalf of:

(1) each preexisting constituent limited

partnership, by each general partner listed in the certificate

of limited partnership; and

(2) each other preexisting constituent

organization, by an authorized representative.

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B. The articles of merger shall include:

(1) the name and form of each constituent

organization and the jurisdiction of its governing statute;

(2) the name and form of the surviving

organization, the jurisdiction of its governing statute and,

if the surviving organization is created by the merger, a

statement to that effect;

(3) the date the merger is effective

pursuant to the governing statute of the surviving

organization;

(4) if the surviving organization is to be

created by the merger:

(a) if it will be a limited

partnership, the limited partnership's certificate of limited

partnership; or

(b) if it will be an organization other

than a limited partnership, the organizational document that

creates the organization;

(5) if the surviving organization preexists

the merger, any amendments provided for in the plan of merger

for the organizational document that created the organization;

(6) a statement as to each constituent

organization that the merger was approved as required by the

organization's governing statute;

(7) if the surviving organization is a

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foreign organization not authorized to transact business in

this state, the street and mailing address of an office that

the secretary of state may use for the purposes of Subsection

B of Section 1109 of the Uniform Revised Limited Partnership

Act; and

(8) any additional information required by

the governing statute of any constituent organization.

C. Each constituent limited partnership shall

deliver the articles of merger for filing in the office of the

secretary of state.

D. A merger becomes effective pursuant to this

article:

(1) if the surviving organization is a

limited partnership, upon the later of:

(a) compliance with Subsection C of

this section; or

(b) subject to Subsection C of Section

206 of the Uniform Revised Limited Partnership Act, as

specified in the articles of merger; or

(2) if the surviving organization is not a

limited partnership, as provided by the governing statute of

the surviving organization.

Section 1109. EFFECT OF MERGER.--

A. When a merger becomes effective:

(1) the surviving organization continues or

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comes into existence;

(2) each constituent organization that

merges into the surviving organization ceases to exist as a

separate entity;

(3) all property owned by each constituent

organization that ceases to exist vests in the surviving

organization;

(4) all debts, liabilities and other

obligations of each constituent organization that ceases to

exist continue as obligations of the surviving organization;

(5) an action or proceeding pending by or

against any constituent organization that ceases to exist may

be continued as if the merger had not occurred;

(6) except as prohibited by other law, all

of the rights, privileges, immunities, powers and purposes of

each constituent organization that ceases to exist vest in the

surviving organization;

(7) except as otherwise provided in the plan

of merger, the terms and conditions of the plan of merger take

effect;

(8) except as otherwise agreed, if a

constituent limited partnership ceases to exist, the merger

does not dissolve the limited partnership for the purposes of

Article 8 of the Uniform Revised Limited Partnership Act;

(9) if the surviving organization is created

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by the merger:

(a) if it is a limited partnership, the

certificate of limited partnership becomes effective; or

(b) if it is an organization other than

a limited partnership, the organizational document that

creates the organization becomes effective; and

(10) if the surviving organization preexists

the merger, any amendments provided for in the articles of

merger for the organizational document that created the

organization become effective.

B. A surviving organization that is a foreign

organization consents to the jurisdiction of the courts of

this state to enforce any obligation owed by a constituent

organization, if before the merger the constituent

organization was subject to suit in this state on the

obligation. A surviving organization that is a foreign

organization and not authorized to transact business in this

state appoints the secretary of state as its agent for service

of process for the purposes of enforcing an obligation

pursuant to this subsection. Service on the secretary of

state pursuant to this subsection is made in the same manner

and with the same consequences as in Subsections C and D of

Section 117 of the Uniform Revised Limited Partnership Act.

Section 1110. RESTRICTIONS ON APPROVAL OF CONVERSIONS

AND MERGERS.--

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A. If a partner of a converting or constituent

limited partnership will have personal liability with respect

to a converted or surviving organization, approval and

amendment of a plan of conversion or merger are ineffective

without the consent of the partner, unless:

(1) the limited partnership's partnership

agreement provides for the approval of the conversion or

merger with the consent of fewer than all the partners; and

(2) the partner has consented to the

provision of the partnership agreement.

B. A partner does not give the consent required by

Subsection A of this section merely by consenting to a

provision of the partnership agreement that permits the

partnership agreement to be amended with the consent of fewer

than all the partners.

Section 1111. LIABILITY OF GENERAL PARTNER AFTER

CONVERSION OR MERGER.--

A. A conversion or merger pursuant to Article 11

of the Uniform Revised Limited Partnership Act does not

discharge any liability, pursuant to Sections 404 and 607 of

that act, of a person that was a general partner in or

dissociated as a general partner from a converting or

constituent limited partnership, but:

(1) the provisions of the Uniform Revised

Limited Partnership Act pertaining to the collection or

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discharge of the liability continue to apply to the liability;

(2) for the purposes of applying those

provisions, the converted or surviving organization is deemed

to be the converting or constituent limited partnership; and

(3) if a person is required to pay any

amount pursuant to this subsection:

(a) the person has a right of

contribution from each other person that was liable as a

general partner pursuant to Section 404 of the Uniform Revised

Limited Partnership Act when the obligation was incurred and

has not been released from the obligation pursuant to Section

607 of that act; and

(b) the contribution due from each of

those persons is in proportion to the right to receive

distributions in the capacity of general partner in effect for

each of those persons when the obligation was incurred.

B. In addition to any other liability provided by

law:

(1) a person that immediately before a

conversion or merger became effective was a general partner in

a converting or constituent limited partnership that was not a

limited liability limited partnership is personally liable for

each obligation of the converted or surviving organization

arising from a transaction with a third party after the

conversion or merger becomes effective, if, at the time the

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third party enters into the transaction, the third party:

(a) does not have notice of the

conversion or merger; and

(b) reasonably believes that: 1) the

converted or surviving business is the converting or

constituent limited partnership; 2) the converting or

constituent limited partnership is not a limited liability

limited partnership; and 3) the person is a general partner in

the converting or constituent limited partnership; and

(2) a person that was dissociated as a

general partner from a converting or constituent limited

partnership before the conversion or merger became effective

is personally liable for each obligation of the converted or

surviving organization arising from a transaction with a third

party after the conversion or merger becomes effective, if:

(a) immediately before the conversion

or merger became effective the converting or surviving limited

partnership was not a limited liability limited partnership;

and

(b) at the time the third party enters

into the transaction less than two years have passed since the

person dissociated as a general partner and the third party:

1) does not have notice of the dissociation; 2) does not have

notice of the conversion or merger; and 3) reasonably believes

that the converted or surviving organization is the converting

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or constituent limited partnership, the converting or

constituent limited partnership is not a limited liability

limited partnership and the person is a general partner in the

converting or constituent limited partnership.

Section 1112. POWER OF GENERAL PARTNERS AND PERSONS

DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER

CONVERSION OR MERGER.--

A. An act of a person that immediately before a

conversion or merger became effective was a general partner in

a converting or constituent limited partnership binds the

converted or surviving organization after the conversion or

merger becomes effective, if:

(1) before the conversion or merger became

effective, the act would have bound the converting or

constituent limited partnership pursuant to Section 402 of the

Uniform Revised Limited Partnership Act; and

(2) at the time the third party enters into

the transaction, the third party:

(a) does not have notice of the

conversion or merger; and

(b) reasonably believes that the

converted or surviving business is the converting or

constituent limited partnership and that the person is a

general partner in the converting or constituent limited

partnership.

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B. An act of a person that before a conversion or

merger became effective was dissociated as a general partner

from a converting or constituent limited partnership binds the

converted or surviving organization after the conversion or

merger becomes effective, if:

(1) before the conversion or merger became

effective, the act would have bound the converting or

constituent limited partnership pursuant to Section 402 of the

Uniform Revised Limited Partnership Act if the person had been

a general partner; and

(2) at the time the third party enters into

the transaction, less than two years have passed since the

person dissociated as a general partner and the third party:

(a) does not have notice of the

dissociation;

(b) does not have notice of the

conversion or merger; and

(c) reasonably believes that the

converted or surviving organization is the converting or

constituent limited partnership and that the person is a

general partner in the converting or constituent limited

partnership.

C. If a person having knowledge of the conversion

or merger causes a converted or surviving organization to

incur an obligation pursuant to Subsection A or B of this

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section, the person is liable:

(1) to the converted or surviving

organization for any damage caused to the organization arising

from the obligation; and

(2) if another person is liable for the

obligation, to that other person for any damage caused to that

other person arising from the liability.

Section 1113. ARTICLE NOT EXCLUSIVE.--Article 11 of the

Uniform Revised Limited Partnership Act does not preclude an

entity from being converted or merged pursuant to other law.

ARTICLE 12

MISCELLANEOUS PROVISIONS

Section 1201. UNIFORMITY OF APPLICATION AND

CONSTRUCTION.--In applying and construing the Uniform Revised

Limited Partnership Act, consideration must be given to the

need to promote uniformity of the law with respect to its

subject matter among states that enact it.

Section 1202. SEVERABILITY.--If any provision of the

Uniform Revised Limited Partnership Act or its application to

any person or circumstance is held invalid, the invalidity

does not affect other provisions or applications of that act

that can be given effect without the invalid provision or

application, and to this end the provisions of that act are

severable.

Section 1203. RELATION TO ELECTRONIC SIGNATURES IN

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GLOBAL AND NATIONAL COMMERCE ACT.--The Uniform Revised Limited

Partnership Act modifies, limits or supersedes the federal

Electronic Signatures in Global and National Commerce Act, 15

U.S.C. Section 7001 et seq., but the Uniform Revised Limited

Partnership Act does not modify, limit or supersede Section

101(c) of the federal Electronic Signatures in Global and

National Commerce Act or authorize electronic delivery of any

of the notices described in Section 103(b) of the federal

Electronic Signatures in Global and National Commerce Act.

Section 1204. APPLICATION TO EXISTING LIMITED

PARTNERSHIPS AND OTHER RELATIONSHIPS.--

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, 2009; or

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(b) if the filing is made on or after

January 1, 2009, an amended and restated certificate of

limited partnership stating the information required by

Section 201 of the Uniform Revised Limited Partnership Act.

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 201 of the Uniform Revised Limited Partnership Act.

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 104 of the

Uniform Revised Limited Partnership Act does not apply and the

limited partnership has whatever duration it had pursuant to

the law applicable immediately before January 1, 2008;

(2) Sections 601 and 602 of the Uniform

Revised Limited Partnership Act 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

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immediately before January 1, 2008;

(3) Subsection D of Section 603 of the

Uniform Revised Limited Partnership Act does not apply;

(4) Subsection E of Section 603 of the

Uniform Revised Limited Partnership Act 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 801 of the

Uniform Revised Limited Partnership Act 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

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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, 2009, 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

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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.

Section 1205. SAVING CLAUSE.--The Uniform Revised

Limited Partnership Act does not affect an action commenced,

proceeding brought or right accrued before January 1, 2008.

Section 1206. REPEAL.--Effective January 1, 2009,

Sections 54-2-1 through 54-2-63 NMSA 1978 (being Laws 1988,

Chapter 90, Sections 1 through 48, Laws 1979, Chapter 85,

Sections 1 through 8 and Laws 1988, Chapter 90, Sections 57

through 63, as amended) are repealed.

Section 1207. TRANSITION PROVISIONS.--Until January 1,

2009, the provisions of Sections 54-1A-105, 54-1A-303,

54-1A-304, 54-1A-704, 54-1A-805, 54-1A-901 through 54-1A-908,

54-2-3 through 54-2-5, 54-2-9 through 54-2-14, 54-2-49 through

54-2-56 and 54-2-62 NMSA 1978 apply to a limited partnership

formed on or after July 1, 2008; to a limited partnership

formed before July 1, 2008 that elects pursuant to the

provisions of Paragraph (2) of Subsection A of Section 1204 of

the Uniform Revised Limited Partnership Act to be subject to

that act; and to a foreign limited partnership formed at any

time.

Section 1208. EFFECTIVE DATES.--

A. Except as provided in Subsections B and C of

this section, the effective date of the provisions of this act

is January 1, 2008.

B. The effective date of the provisions of

Sections 108, 109, 114 through 117, 201 through 210, 901, 902,

904 through 908 and 1101 through 1113 of this act is July 1,

2009.

C. The effective date of the provisions of Section

903 of this act is July 1, 2007.

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