New Mexico Statutes 54-2A-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
Terms Used In New Mexico Statutes 54-2A-804
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(2) would have bound the limited partnership pursuant to Section 402 [54-2A- 402 NMSA 1978] 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.