Domestic Limited Partnership Formation Filing in New Mexico

At a glance

Requirements one by one

Agreement and certificate

New Mexico's Uniform Revised Limited Partnership Act allows the agreement to be oral, implied, recorded, or mixed under § 54-2A-102(M); § 54-2A-110(A) makes it govern partner relations. Public formation follows the certificate under § 54-2A-201(A)-(C). It names the LP, the initial designated office and service agent with street and mailing addresses, every general partner with street and mailing addresses, and states that the entity is a limited liability limited partnership. The required field list does not name limited partners or attach the agreement.

Mandatory LLLP name, agent, and signing

Section 54-2A-108(A) says every newly formed partnership under this act is an LLLP. Its name must use “limited liability limited partnership,” “LLLP,” or “L.L.L.P.” and meet the distinguishability rule in subsection (D). The LP keeps a New Mexico designated office and service agent under § 54-2A-114(A), (C). Every general partner listed in the initial certificate signs it under § 54-2A-204(A)(1), though subsection (B) allows an attorney in fact to sign.

Fee, duplicate originals, and effective time

Section 54-2A-210(A)(1) sets a $100 initial-certificate fee. Section 54-2A-206(A) requires duplicate originals, a purpose caption, the permitted medium and language, and the fee. A substantially compliant certificate forms the partnership when filed under § 54-2A-201(C); § 54-2A-206(D) permits a delayed date up to the 90th day after filing. Filing itself establishes that formation conditions precedent were satisfied.

What trips people up

This is a mandatory LLLP certificate field, rather than an optional election for a new domestic LP. Section 54-2A-103(C) gives public notice of both LP and LLLP status and listed general partners, generally no other fact. A separate certificate of existence under § 54-2A-209(C) may be conclusive evidence of existence subject to its qualifications. The formation provision in § 54-2A-201(A)-(C) states no newspaper publication or proof filing.

Common questions

Can the domestic name use only “LP”? No. Section 54-2A-108(A) requires the LLLP wording or abbreviation and bars “LP” and “L.P.” in this context.

May an attorney in fact sign for a general partner? Yes. Section 54-2A-204(B) permits that for records filed under the act.

Is a filed certificate itself evidence of formation prerequisites? Section 54-2A-201(C) expressly says the filing establishes that those conditions were satisfied and the LP duly organized.

Statutes and sources

The official Chapter 54 compilation was checked September 23, 2026. The Compilation Commission scope page says the statutes are current through the 2026 second session.

• N.M. Stat. Ann. § 54-2A-101: “Chapter 54, Article 2A NMSA 1978 may be cited as the "Uniform Revised Limited Partnership Act".” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-102(K), (M): “"limited partnership", except in the phrases "foreign limited partnership" and "foreign limited liability limited partnership", means an entity, having one or more general partners and one or more limited partners that is formed pursuant to the Uniform Revised Limited Partnership Act by two or more persons or becomes subject to Article 11 or Subsection A of Section 1206 of the Uniform Revised Limited Partnership Act. The term includes a limited liability limited partnership; […] "partnership agreement" means the partners' agreement, whether oral, implied or in a record or in any combination, concerning the limited partnership. The term includes the agreement as amended;” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-103(C): “A certificate of limited partnership on file in the office of the secretary of state is notice that the partnership is a limited partnership. A certificate of limited partnership stating the information required by Section 201 [54-2A-201 NMSA 1978] of the Uniform Revised Limited Partnership Act on file in the office of the secretary of state is notice that the partnership is a limited liability limited partnership, except as otherwise provided in Section 1206 of that act. Any certificate of limited partnership is notice that the persons designated in the certificate as general partners are general partners. Except as otherwise provided in Subsection D of this section, the certificate is not notice of any other fact.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-108(A), (D): “The name of a limited partnership may contain the name of any partner. Because each partnership that is formed pursuant to the Uniform Revised Limited Partnership Act or that elects to be governed by that act shall be a limited liability limited partnership, the name of such a limited liability limited partnership shall contain the phrase "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and shall not contain the abbreviation "LP" or "L.P.". […] Unless authorized by Subsection E of this section, the name of a limited partnership shall be distinguishable in the records of the secretary of state from: (1) the name of each person other than an individual incorporated, organized or authorized to transact business in this state; (2) each name reserved pursuant to Section 54-2A-109 NMSA 1978 or Section 53-11-8 or 53-19-4 NMSA 1978; and (3) each name registered pursuant to Section 53-11-9 NMSA 1978.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-110(A): “Except as otherwise provided in Subsection B of this section, the partnership agreement governs relations between the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, the Uniform Revised Limited Partnership Act governs relations between the partners and between the partners and the partnership.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-114(A), (C): “A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process. […] An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or other person authorized to do business in this state.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-201(A)-(C): “In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state: (1) the name of the limited partnership, which must comply with Subsections A, B, C, D, E and F of Section 108 [54-2A-108 NMSA 1978] of the Uniform Revised Limited Partnership Act; (2) the street and mailing address of the initial designated office and the name and street and mailing address of the initial agent for service of process; (3) the name and street and mailing address of each general partner; (4) that the limited partnership is a limited liability limited partnership; and (5) any additional information required by Article 11 [54-2A-1101 NMSA 1978] of the Uniform Revised Limited Partnership Act. […] If there has been substantial compliance with Subsection A of this section, subject to Subsection C of Section 206 [54-2A-206 NMSA 1978] of the Uniform Revised Limited Partnership Act, a limited partnership is formed when the secretary of state files the certificate of limited partnership. The filing of a limited partnership certificate establishes that all conditions precedent to the formation of the limited partnership have been satisfied and that the limited partnership has been duly organized under the Uniform Revised Limited Partnership Act.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-204(A)(1), (B): “an initial certificate of limited partnership shall be signed by all general partners listed in the certificate; […] Any person may sign by an attorney in fact any record to be filed pursuant to the Uniform Revised Limited Partnership Act.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-206(A)-(B), (D): “Duplicate originals of a record authorized or required to be delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act must: (1) be captioned to describe the record's purpose; (2) be in a medium permitted by the secretary of state; (3) use the English language, except for proper names, which must use letters of the English alphabet, and Arabic numbers; (4) state any identification number issued by the secretary of state to the limited partnership to which the record refers, to any filed record to which the record refers, or both; (5) be accompanied by the fee required by Section 210 [54-2A-210 NMSA 1978] of that act, or an amount greater than that fee, but any amount greater than that fee shall not be refunded; and (6) be delivered to the secretary of state. […] Except as otherwise provided in Sections 116 [54-2A-116 NMSA 1978] and 207 [54-2A-207 NMSA 1978] of the Uniform Revised Limited Partnership Act, a record delivered to the secretary of state for filing pursuant to the Uniform Revised Limited Partnership Act may specify an effective time and a delayed effective date. […] (3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of: (a) the specified date; or (b) the ninetieth day after the record is filed; or (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (a) the specified date; or (b) the ninetieth day after the record is filed.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-209(C): “Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the limited partnership or foreign limited partnership is in existence or is authorized to transact business in this state.” (official text; accessed September 23, 2026).

• N.M. Stat. Ann. § 54-2A-210(A)(1): “The secretary of state shall charge and collect a fee as follows: (1) filing an initial, amended and restated, or restated certificate of limited partnership, a fee of one hundred dollars ($100);” (official text; accessed September 23, 2026).