Fiscal impact reports (FIRs) are prepared by the Legislative Finance Committee (LFC) for standing finance

committees of the NM Legislature. The LFC does not assume responsibility for the accuracy of these reports

if they are used for other purposes.

Current FIRs (in HTML & Adobe PDF formats) are a vailable on the NM Legislative Website (legis.state.nm.us).

Adobe PDF versions include all attachments, whereas HTML versions may not. Previously issued FIRs and

attachments may be obtained from the LFC in Suite 101 of the State Capitol Building North.

F I S C A L I M P A C T R E P O R T

SPONSOR Maestas

ORIGINAL DATE

LAST UPDATED

1/24/07

1/24/07 HB 184

SHORT TITLE Uniformed Revised Limited Partnership Act

SB

ANALYST Wilson

REVENUE (dollars in thousands)

Estimated Revenue

Recurring

or Non-Rec

Fund

Affected

FY07

FY08

FY09

$0.1

$0.1 Recurring General Fund

(Parenthesis ( ) Indicate Revenue Decreases)

ESTIMATED ADDITIONAL OPERATING BUDGET IMPACT (dollars in thousands)

FY07

FY08

FY09 3 Year

Total Cost

Recurring

or Non-Rec

Fund

Affected

Total

Minimal

Recurring General

Fund

(Parenthesis ( ) Indicate Expenditure Decreases)

SOURCES OF INFORMATION

LFC Files

Responses Received From

Administrative Office of the Courts (AOC)

Office of the Attorney General (OAG)

Public Regulation Commission (PRC))

Secretary of State (SOS)

SUMMARY

Synopsis of Bill

House Bill 184 enacts the Uniform Revised Limited Partnership Act (URLPA) The bill enhances

the definition, duties and liabilities for partners of limited liability corporations (LLC).

House Bill 184 – Page

2

FISCAL IMPLICATIONS

The bill proposes increased fees accepted for LLLCs. The fee changes range from $25 to $40 per

transaction and will go to the general fund.

The SOS states they require a $110,000 appropriation to administer the provisions of the URLPA

so that they can update, modify, train and develop enhancements for current software.

The SOS estimates they have received five inquiries from the public regarding LLLCs in the last

three years.

SIGNIFICANT ISSUES

The ULPA was approved and recommended for enactment by the National Conference of

Commissioners on Uniform State Laws (NCCUSL) in 2001 .The changes in language and format

in this bill are done so for uniformity of LLCs around the United States.

The Commissioners of the NCCUSL provide the following explanation for the approval of the

ULP:

•

The new Limited Partnership Act is a “stand alone" act, “de-linked" from both the

original general partnership act (“UPA") and the Revised Uniform Partnership Act

(“RUPA"). To be able to stand alone, the Limited Partnership incorporates many

provisions from RUPA and some from the Uniform Limited Liability Company Act

(“ULLCA"). As a result, the new Act is far longer and more complex than its immediate

predecessor, the Revised Uniform Limited Partnership Act (“RULPA").

•

The new act has been drafted for a world in which limited liability partnerships and

limited liability companies can meet many of the needs formerly met by limited

partnerships. This act therefore targets two types of enterprises that seem largely beyond

the scope of LLPs and LLCs: sophisticated, manager-entrenched commercial deals whose

participants commit for the long term, and estate planning arrangements (family limited

partnerships). This act accordingly assumes that, more often than not, people utilizing it

will want strong centralized management, strongly entrenched, and passive investors with

little control over or right to exit entity.

The OAG notes some differences between the Uniform Partnership Act proposed by the

NCCUSL and this bill. For example, Section 210 of this bill discusses fees payable to the

Secretary of State, yet the NCCUSL version of Section 210 addresses a required annual report

from a limited partnership to the Secretary of State. This bill does not appear to require an annual

report. Also, the bill appears to omit Sections 810-811 of the NCCUSL draft relating to

reinstatement of a limited partnership after administrative dissolution.

ADMINISTRATIVE IMPLICATIONS

Costs to the SOS for administering the proposed change should be minimal if any since the

agency is currently charged with performing these tasks.

House Bill 184 – Page

3

TECHNICAL ISSUES

The AOC notes the title of House Bill 184 explains that the bill is enacting the “Uniform Revised

Limited Partnership Act" (URLPA). It appears, though, that the bill in enacting the “Uniform

Limited Partnership Act" (ULPA), as the contents are almost identical to those contained in the

ULPA approved and recommended by the NCCUSL. Thus, this Act should not be confused

with the Revised Uniform Limited Partnership Act (RULPA), the immediate predecessor to the

NCCUSL’s ULPA.

DW/nt:csd