54-2A-602: Effect of dissociation as limited partner.

A. Upon a person's dissociation as a limited partner:

(1) subject to Section 704 [54-2A-704 NMSA 1978] of the Uniform Revised Limited Partnership Act, the person does not have further rights as a limited partner;

(2) the person's obligation of good faith and fair dealing as a limited partner pursuant to Subsection B of Section 305 [54-2A-305 NMSA 1978] of the Uniform Revised Limited Partnership Act continues only as to matters arising and events occurring before the dissociation; and

(3) subject to Section 704 [54-2A-704 NMSA 1978] and Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act, any transferable interest owned by the person in the person's capacity as a limited partner immediately before dissociation is owned by the person as a mere transferee.

B. A person's dissociation as a limited partner does not of itself discharge the person from any obligation to the limited partnership or the other partners that the person incurred while a limited partner.