A. In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, shall be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.

B. Any surplus remaining after the limited partnership complies with Subsection A of this section shall be paid in cash as a distribution.

C. If a limited partnership's assets are insufficient to satisfy all of its obligations pursuant to Subsection A of this section, with respect to each unsatisfied obligation incurred when the limited partnership was not a limited liability limited partnership, the following rules apply:

1. (1) each person that was a general partner when the obligation was incurred and that has not been released from the obligation pursuant to Section 607 [54-2A-607 NMSA 1978] of the Uniform Revised Limited Partnership Act shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred;
2. (2) if a person does not contribute the full amount required pursuant to Paragraph (1) of this subsection with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by Paragraph (1) of this subsection on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred; and

3. (3) if a person does not make the additional contribution required by Paragraph (2) of this subsection, further additional contributions are determined and due in the same manner as provided in that paragraph.

   D. A person that makes an additional contribution pursuant to Paragraph (2) or (3) of Subsection C of this section may recover from any person whose failure to contribute pursuant to Paragraph (1) or (2) of Subsection C of this section necessitated the additional contribution. A person shall not recover pursuant to this subsection more than the amount additionally contributed. A person's liability pursuant to this subsection shall not exceed the amount the person failed to contribute.

   E. The estate of a deceased individual is liable for the person's obligations pursuant to this section.

   F. An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute pursuant to Subsection C of this section.

History: Laws 2007, ch. 129, § 809.

ANNOTATIONS

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