A. After a person is dissociated as a general partner and before the limited partnership is dissolved, converted pursuant to Article 11 [54-2A-1101 NMSA 1978] 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. (1) the act would have bound the limited partnership pursuant to Section 402 [54-2A-402 NMSA 1978] of the Uniform Revised Limited Partnership Act before the dissociation; and

2. (2) at the time the other party enters into the transaction:

   1. (a) less than two years has passed since the dissociation; and

   2. (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:

3. (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
4. (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.

History: Laws 2007, ch. 129, § 606.

ANNOTATIONS

Effective dates. — Laws 2007, ch. 129, § 1208 made the section effective January 1, 2008.