Formation; Certificate Of Limited Partnership and Other Filings.

NMSA 1978 ch. 54, art. 2A, art. 2

in effect

NMSA 1978, § 54-2A-201 Formation of limited partnership; certificate of limited partnership

54-2A-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 [54-2A-108 NMSA 1978] of the Uniform Revised Limited Partnership Act; (2) the street and mailing address of the 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 [54-2A-1101 NMSA 1978] 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 [54-2A-110 NMSA 1978] 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 [54-2A-206 NMSA 1978] 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 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. Laws 2007, ch. 129, § 201.

NMSA 1978, § 54-2A-202 Amendment or restatement of certificate

54-2A-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 [54-2A-1101 NMSA 1978] 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 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 [54-2A-108 NMSA 1978] 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 [54-2A-803 NMSA 1978] 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 [54-2A-207 NMSA 1978] 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 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 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, an amendment or restated certificate is effective when filed by the secretary of state. Laws 2007, ch. 129, § 202.

NMSA 1978, § 54-2A-203 Statement of termination

54-2A-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 [54-2A-803 NMSA 1978] of the Uniform Revised Limited Partnership Act. Laws 2007, ch. 129, § 203.

NMSA 1978, § 54-2A-204 Signing of records

54-2A-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 the certificate; (2) an amendment designating as general partner a person admitted pursuant to Paragraph (2) of Subsection C of Section 801 [54-2A-801 NMSA 1978] 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 [54-2A-803 NMSA 1978] 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 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 [54-2A-1108 NMSA 1978] 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 [54-2A-605 NMSA 1978] of the Uniform Revised Limited Partnership Act stating that the person has dissociated as a general partner shall be signed by that person; (11) a statement of withdrawal by a person pursuant to Section 306 [54-2A-306 NMSA 1978] 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. Laws 2007, ch. 129, § 204.

NMSA 1978, § 54-2A-205 Signing and filing pursuant to judicial order

54-2A-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 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. Laws 2007, ch. 129, § 205.

NMSA 1978, § 54-2A-206 Delivery to and filing of records by secretary of state; effective time and date

54-2A-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 the record refers, to any filed record to which the record refers, or both; (5) be accompanied by the fee required by Section 210 [54-2A-210 NMSA 1978] 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 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 [54-2A-116 NMSA 1978] and 207 [54-2A-207 NMSA 1978] 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; (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. Laws 2007, ch. 129, § 206.

NMSA 1978, § 54-2A-207 Correcting filed record

54-2A-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 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 [54-2A-103 NMSA 1978] of the Uniform Revised Limited Partnership Act; and (2) as to persons relying on the uncorrected record and adversely affected by the correction. Laws 2007, ch. 129, § 207.

NMSA 1978, § 54-2A-208 Liability for false information in filed record

54-2A-208. Liability for false information in filed record 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 [54-2A-202 NMSA 1978] 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 [54-2A-207 NMSA 1978] of that act or a revised application for a certificate of authority to transact business in this state pursuant to Section 906 [54-2A-906 NMSA 1978] 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. Laws 2007, ch. 129, § 208.

NMSA 1978, § 54-2A-209 Certificate of existence or authorization

54-2A-209. Certificate of existence or 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 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 [54-2A-905 NMSA 1978] 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 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. Laws 2007, ch. 129, § 209.

NMSA 1978, § 54-2A-210 Secretary of state fees

54-2A-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 (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. Laws 2007, ch. 129, § 210.

Source: New Mexico Compilation Commission (nmonesource.com)URL: https://nmonesource.com/nmos/nmsa-unanno/en/item/18557/index.doFetched: 10/20/2026