{"data":{"id":"us-nm/54-2a-607","jurisdiction":"us-nm","citation":"54-2A-607","heading":"Liability to other persons of person dissociated as general partner.","body":"A. A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the limited partnership incurred before dissociation. Except as otherwise provided in Subsections B and C of this section, the person is not liable for a limited partnership's obligation incurred after dissociation.\nB. A person whose dissociation as a general partner resulted in a dissolution and winding up of the limited partnership's activities is liable to the same extent as a general partner pursuant to Section 404 [54-2A-404 NMSA 1978] of the Uniform Revised Limited Partnership Act on an obligation incurred by the limited partnership pursuant to Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act.\nC. A person that has dissociated as a general partner but whose dissociation did not result in a dissolution and winding up of the limited partnership's activities is liable on a transaction entered into by the limited partnership after the dissociation only if:\n(1) a general partner would be liable on the transaction; and\n(2) at the time the other party enters into the transaction:\n(a) less than two years has passed since the dissociation; and\n(b) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner.\nD. By agreement with a creditor of a limited partnership and the limited partnership, a person dissociated as a general partner may be released from liability for an obligation of the limited partnership.\nE. A person dissociated as a general partner is released from liability for an obligation of the limited partnership if the limited partnership's creditor, with notice of the person's dissociation as a general partner but without the person's consent, agrees to a material alteration in the nature or time of payment of the obligation.","path":["Chapter 54 - Partnerships","ARTICLE 2A Uniform Revised Limited Partnership Act"],"source_url":"https://nmonesource.com/nmos/nmsa-unanno/en/item/18557/index.do","current_through":"2022-05-12","vintage":"","retrieved_at":"2026-09-03T15:02:20Z","sha256":"4e529b1b1b030c74df1efb4306d3b4321e8481e118ecd65f9f8559d7ef3b82b6","source_id":"us-nm","stale":false,"prev":"us-nm/54-2a-606","next":"us-nm/54-2a-701"},"notice":"GroundRules: Original legal text. Not legal advice."}