Limited Partnership Interest Transfer and Assignee Admission in New Mexico

At a glance

Requirements one by one

Which act governs

The revised act governs LPs formed from January 1, 2008 and older LPs that elected it; a non-electing pre-2008 LP stays under its former act (§ 54-2A-1204(A)-(B), (D)). The rules below describe an LP under the revised act. An older electing LP retains prior limited-partner dissociation consequences unless its partners elect otherwise (§ 54-2A-1204(B)(2)).

Transfer rights and admission

A transferable interest is the distribution right (§ 54-2A-102(V)), and it is the only transferable partner interest (§ 54-2A-701). A whole or partial transfer is permissible and does not itself dissociate a partner or wind up the LP. The transferee receives assigned distributions and the amount otherwise payable on winding up, but no routine management or records right; an account is available only from dissolution (§ 54-2A-702(A)-(G)). Admission as a limited partner follows the agreement or all partners’ consent (§ 54-2A-301).

What trips people up

Restriction and notice are separate. The agreement governs partner relations (§ 54-2A-110(A)). A transfer violating its restriction is ineffective against a person with notice of the restriction at transfer; the LP need not recognize transferee rights until it has notice of the transfer (§ 54-2A-702(F), (E)).

Transferor duties persist. The transferor retains other partner rights and all duties (§ 54-2A-702(D)). A full transfer can support unanimous expulsion of a limited partner, except a security transfer (§ 54-2A-601(B)(4)(b)); the transition rule for older electing LPs limits this route (§ 54-2A-1204(B)(2)).

Admission may carry old obligations. An admitted transferee takes the transferor’s contribution and improper-distribution obligations, except liabilities unknown at admission (§ 54-2A-702(G)). A contribution promise remains enforceable despite a partner’s inability to perform (§ 54-2A-502(A)); compromising it requires all partners’ consent (§ 54-2A-502(A), (C)). Knowingly receiving an improper distribution can create liability for the excess (§ 54-2A-509(B)).

Statutes and sources

The official Chapter 54 compilation was accessed October 2, 2026; the Compilation Commission scope page states coverage through the 2026 Second Session.

• § 54-2A-301: “A person becomes a limited partner: A. as provided in the partnership agreement; ... C. with the consent of all the partners.”
• § 54-2A-702(A)-(G): “A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation or a dissolution and winding up of the limited partnership's activities”; “A limited partnership need not give effect to a transferee's rights pursuant to this section until the limited partnership has notice of the transfer.”
• § 54-2A-1204(D): “Until a limited partnership formed before January 1, 2008 elects to be governed by the Uniform Revised Limited Partnership Act, the limited partnership shall continue to be governed by the provisions of the Uniform Limited Partnership Act under which the limited partnership was formed as if that act had not been repealed.”