{"data":{"id":"us-nm/54-2a-803","jurisdiction":"us-nm","citation":"54-2A-803","heading":"Winding up.","body":"A. A limited partnership continues after dissolution only for the purpose of winding up its activities.\nB. In winding up its activities, the limited partnership:\n(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in Section 203 [54-2A-203 NMSA 1978] of the Uniform Revised Limited Partnership Act and perform other necessary acts; and\n(2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities and marshal and distribute the assets of the partnership.\nC. If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed pursuant to this subsection:\n(1) has the powers of a general partner pursuant to Section 804 [54-2A-804 NMSA 1978] of the Uniform Revised Limited Partnership Act; and\n(2) shall promptly amend the certificate of limited partnership to state:\n(a) that the limited partnership does not have a general partner;\n(b) the name of the person that has been appointed to wind up the limited partnership; and\n(c) the street and mailing address of the person.\nD. On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:\n(1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to Subsection C of this section; or\n(2) the applicant establishes other good cause.","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":"7137fcb9af7abdf14856e5a8ac1ae9e1b8a31ac3e7c4f4cfacc4dd16ba5580cc","source_id":"us-nm","stale":false,"prev":"us-nm/54-2a-802","next":"us-nm/54-2a-804"},"notice":"GroundRules: Original legal text. Not legal advice."}