New Mexico Partnership Types (4)
| Partnership Type | State Filing Requirement |
|---|---|
| General Partnership (GP) | File Online with New Mexico Secretary of State Enterprises Portal ($50.00) |
| Limited Partnership (LP) | File Online with New Mexico Secretary of State Enterprises Portal ($50.00) |
| Limited Liability Partnership (LLP) | File Online with New Mexico Secretary of State Enterprises Portal (Fee:$50.00) |
| Limited Liability Limited Partnership (LLLP) | File Online with New Mexico Secretary of State Enterprises Portal (Fee:$100.00) |
Fiduciary Duty
Duty of Loyalty:
- A partner submits complete reports of benefits, property, or profits they gain from the use of the “partnership property” while engaging in the partnership’s business or winding up the partnership.[1]
- Partners, whenever conducting partnership business and activities, must do so without associating, working with, “or on behalf” of any party with opposing, or (especially) hostile, interests of the partnership.[2]
- Partners can engage in any business so long as such activity is not “competing with the partnership.”[3]
Care of Duty:
- Partners control their business and behavior in order to remain lawful and free of “grossly negligent” conduct or any other kind of misconduct.[4]
Partners work to complete the duties in their partnership agreement lawfully and “in good faith” and thus refrain from participating in “fraud, misrepresentation, or concealment” to gain advantages over co-partners.[5][6]
Liability
All general partners are “jointly” liable by default however, in some cases, this is adjustable through agreements with a claimant or any exceptions the law allows.[7]
Once a general partner by admittance to “an existing limited partnership,” a person assumes the liabilities in their partnership agreement and legal status however, they are not responsible for the obligations originating before their admittance.[8]
Limited liability limited partnerships must have an active certificate from a successful registration in order to protect the partners from the obligations and liabilities of the partnership business.[9]
State Definitions (6)
General partner means that a person is admitted to a partnership as “a general partner pursuant” to the New Mexico Uniform Partnership Act in addition to being assigned to this role in the partnership agreement.[10]
Limited partner means the legal entity, such as a corporation, estate, or individual, is admitted to a limited partnership “with the rights, powers, and obligations” known in the Uniform Revised Limited Partnership Act.[11]
Limited partnership specifically means that a domestic partnership possesses more than one (or more) limited partners and at least one general partner and “that is formed pursuant to the Uniform Revised Limited Partnership Act.”[12]
Limited liability limited partnership means a domestic limited partnership and excludes any entity that is a “foreign limited liability limited partnership” or foreign limited partnership.[13]
Foreign limited partnership means the partnership “formed pursuant” to the laws of a state or jurisdiction other than New Mexico but whose owners consist of “one or more” general and limited partners (each).[14]
Foreign limited liability limited partnership means the limited partnership legally operates outside the state of New Mexico while enjoying the limited liability status the foreign jurisdiction enables and satisfies similar provisions “similar to” those explicitly found in the Uniform Revised Limited Partnership Act.[15]
Sources
- NM Stat § 54-1A-404(b)(1) (2023)
- NM Stat § 54-1A-404(b)(2) (2023)
- NM Stat § 54-1A-404(b)(3) (2023)
- NM Stat § 54-1A-404(c) (2023)
- NM Stat § 54-1A-404(d)(2) (2023)
- NM Stat § 54-1A-404(annotation) (2023)
- NM Stat § 54-2A-404 9(A)(2023)
- NM Stat § 54-2A-404(B) (2023)
- NM Stat § 54-2A-404(C) (2023)
- NM Stat § 54-2A-102(H) (2023)
- NM Stat § 54-2A-102(J) (2023)
- NM Stat § 54-2A-102(K) (2023)
- NM Stat § 54-2A-102(I) (2023)
- NM Stat § 54-2A-102(G) (2023)
- NM Stat § 54-2A-102(F) (2023)