Limited Partnership Agreement (New Mexico)

LIMITED PARTNERSHIP AGREEMENT

STATE OF NEW MEXICO

THIS LIMITED PARTNERSHIP AGREEMENT (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned parties.

RECITALS

WHEREAS, the parties desire to form a limited partnership (the "Partnership") under the laws of the State of New Mexico, pursuant to the Uniform Revised Limited Partnership Act, NMSA 1978, Sections 54-2A-101 et seq. (the "Act");

WHEREAS, a Certificate of Limited Partnership has been or shall be filed with the New Mexico Secretary of State in accordance with NMSA 1978, Section 54-2A-201;

WHEREAS, the parties intend to set forth their respective rights, duties, obligations, and liabilities as partners of the Partnership;

WHEREAS, the parties acknowledge that the General Partner(s) shall have full management authority over the Partnership's business and affairs, and the Limited Partner(s) shall have no right or power to bind the Partnership as set forth in NMSA 1978, Section 54-2A-302;

WHEREAS, the parties have agreed upon their respective capital contributions and ownership interests as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I — DEFINITIONS

1.1 "Act" means the New Mexico Uniform Revised Limited Partnership Act, NMSA 1978, Sections 54-2A-101 through 54-2A-1204, as amended from time to time.

1.2 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

1.3 "Agreement" means this Limited Partnership Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.

1.4 "Assignee" means a Person who has acquired a Transferable Interest in the Partnership but who has not been admitted as a Partner.

1.5 "Bankruptcy" means, with respect to any Person, the filing of a petition for relief under the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.) or any comparable state insolvency law, whether voluntary or involuntary, or the appointment of a receiver, trustee, or custodian for substantially all of such Person's assets.

1.6 "Capital Account" means the capital account maintained for each Partner in accordance with Article VI of this Agreement and the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).

1.7 "Capital Contribution" means the total amount of cash, property, services, or promissory notes contributed or agreed to be contributed by a Partner to the Partnership.

1.8 "Certificate" means the Certificate of Limited Partnership filed with the New Mexico Secretary of State in accordance with NMSA 1978, Section 54-2A-201, as it may be amended or restated from time to time.

1.9 "Code" means the Internal Revenue Code of 1986, as amended.

1.10 "Distributable Cash" means, as of any date of determination, cash received by the Partnership from all sources (including Capital Contributions but excluding any borrowings) less (a) all cash disbursements for operating expenses, debt service, capital expenditures, and other obligations of the Partnership; and (b) such reserves as the General Partner deems reasonably necessary for the Partnership's operations.

1.11 "Distribution" means a transfer of money or other property from the Partnership to a Partner in the Partner's capacity as a Partner or to an Assignee in the Assignee's capacity as an Assignee.

1.12 "Effective Date" means the date first written above.

1.13 "Fiscal Year" means the Partnership's fiscal year, which shall be the calendar year unless otherwise determined by the General Partner in compliance with the Code.

1.14 "General Partner" means any Person named as a General Partner in this Agreement or admitted as a General Partner pursuant to the terms of this Agreement, in such Person's capacity as a general partner of the Partnership.

1.15 "Interest" or "Partnership Interest" means the entire ownership interest of a Partner in the Partnership, including the Partner's Transferable Interest, the right to participate in management, and all other rights and obligations under this Agreement and the Act.

1.16 "Limited Partner" means any Person named as a Limited Partner in this Agreement or admitted as a Limited Partner pursuant to the terms of this Agreement, in such Person's capacity as a limited partner of the Partnership.

1.17 "Majority in Interest" means Partners (of the applicable class) holding more than fifty percent (50%) of the aggregate Percentage Interests of such class.

1.18 "Net Profits" and "Net Losses" mean, for each Fiscal Year or other period, the taxable income or loss of the Partnership for such period as determined for federal income tax purposes, with appropriate adjustments as set forth in Article VII.

1.19 "New Mexico Secretary of State" means the Office of the Secretary of State of the State of New Mexico, located in Santa Fe, New Mexico.

1.20 "Partner" means any General Partner or Limited Partner.

1.21 "Partnership" means the limited partnership formed pursuant to this Agreement and the Act.

1.22 "Percentage Interest" means, with respect to each Partner, such Partner's percentage ownership interest in the Partnership as set forth in the Partner Schedule attached hereto as Exhibit A, as may be adjusted from time to time in accordance with this Agreement.

1.23 "Person" means an individual, corporation, limited liability company, partnership, joint venture, trust, estate, association, or any other legal entity.

1.24 "Principal Office" means the principal office of the Partnership as designated by the General Partner from time to time.

1.25 "Registered Agent" means the Partnership's registered agent in New Mexico as required by NMSA 1978, Section 54-2A-110.

1.26 "Registered Office" means the registered office of the Partnership in New Mexico as required by NMSA 1978, Section 54-2A-110.

1.27 "Transfer" means any sale, assignment, pledge, encumbrance, hypothecation, gift, or other disposition (whether voluntary or involuntary) of all or any portion of a Partnership Interest.

1.28 "Transferable Interest" means a Partner's right to receive Distributions from the Partnership, as distinguished from the Partner's other rights and obligations as a Partner.

1.29 "Treasury Regulations" means the regulations promulgated by the United States Department of the Treasury under the Code.

ARTICLE II — FORMATION AND NAME

2.1 Formation. The Partnership is hereby formed as a limited partnership pursuant to the Act. The General Partner shall execute and cause to be filed with the New Mexico Secretary of State a Certificate of Limited Partnership in accordance with NMSA 1978, Section 54-2A-201. The Certificate shall set forth:

(a) The name of the limited partnership;

(b) The street and mailing address of the Partnership's registered office in New Mexico and the name of its registered agent at that office;

(c) The name and street and mailing address of each general partner; and

(d) Whether the limited partnership is a limited liability limited partnership.

2.2 Name. The name of the Partnership shall be:

[________________________________], L.P.

The name of the Partnership shall comply with the requirements of NMSA 1978, Section 54-2A-108, and shall contain the words "Limited Partnership" or the abbreviation "L.P." The name shall be distinguishable from the names of other entities on file with the New Mexico Secretary of State.

2.3 LLLP Election.

☐ The Partnership DOES elect to be a Limited Liability Limited Partnership (LLLP) pursuant to NMSA 1978, Section 54-2A-404(c).

☐ The Partnership DOES NOT elect LLLP status.

If the Partnership elects LLLP status, the Certificate shall so state, and the Partnership name shall contain "Limited Liability Limited Partnership" or "LLLP."

2.4 Registered Office and Registered Agent. The Partnership's registered office and registered agent in New Mexico shall be:

Registered Agent: [________________________________]

Registered Office Address: [________________________________]

City: [________________________________], New Mexico [____]

The General Partner may change the registered agent or registered office by filing a statement with the New Mexico Secretary of State in accordance with the Act.

2.5 Principal Office. The principal office of the Partnership shall be located at:

[________________________________]

[________________________________]

[________________________________]

The General Partner may change the principal office upon written notice to all Partners.

2.6 Term. The Partnership shall commence on the date the Certificate is filed with the New Mexico Secretary of State and shall continue until dissolved in accordance with Article XIV of this Agreement or as otherwise provided by law.

2.7 Purpose. The purpose of the Partnership shall be to:

[________________________________]

[________________________________]

[________________________________]

and to engage in any and all lawful activities incidental or related thereto as permitted under the Act and the laws of the State of New Mexico.

2.8 Qualification in Other Jurisdictions. The General Partner is authorized to cause the Partnership to qualify to do business in any jurisdiction where the Partnership's activities require such qualification. The General Partner shall file all necessary documents and pay all required fees for such foreign qualification.

ARTICLE III — PARTNERS

3.1 General Partner(s).

3.2 Limited Partner(s).

3.3 Total Percentage Interests. The aggregate of all Partners' Percentage Interests shall at all times equal one hundred percent (100%).

ARTICLE IV — CAPITAL CONTRIBUTIONS

4.1 Initial Capital Contributions. Each Partner shall make the initial Capital Contribution set forth opposite such Partner's name in Article III on or before [__/__/____] (the "Initial Contribution Date"). Capital Contributions may be made in the following forms:

☐ Cash

☐ Real property (valued at fair market value as determined by independent appraisal)

☐ Personal property (valued at fair market value as determined by independent appraisal)

☐ Services rendered (valued at the reasonable value of such services)

☐ Promissory note (subject to the requirements of Section 4.5)

☐ Other: [________________________________]

4.2 Additional Capital Contributions. No Partner shall be required to make any additional Capital Contribution beyond the Partner's initial Capital Contribution unless:

(a) All Partners unanimously agree in writing to make additional contributions; or

(b) The Partnership Agreement is amended in accordance with Article XIX to require additional contributions.

4.3 Voluntary Additional Contributions. The General Partner may, from time to time, offer Partners the opportunity to make voluntary additional Capital Contributions on terms and conditions determined by the General Partner. Such additional contributions shall be made pro rata based on Percentage Interests unless otherwise agreed by all Partners.

4.4 Failure to Contribute. If a Partner fails to make a required Capital Contribution within [____] days after the date such contribution is due, the General Partner may, in its sole discretion:

(a) Treat the amount as a loan from the Partnership to the defaulting Partner, bearing interest at the rate of [____]% per annum;

(b) Reduce the defaulting Partner's Percentage Interest proportionally;

(c) Permit the other Partners to contribute the deficiency and adjust Percentage Interests accordingly; or

(d) Pursue any other remedies available at law or in equity.

4.5 Promissory Notes. If a Partner's Capital Contribution is in the form of a promissory note, the note shall: (a) be in writing and signed by the Partner; (b) bear interest at a commercially reasonable rate; (c) contain a fixed payment schedule; and (d) be secured by adequate collateral as determined by the General Partner.

4.6 Capital Accounts. A separate Capital Account shall be maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(a) Credited with: (i) the amount of cash contributed by such Partner; (ii) the fair market value of property contributed by such Partner (net of liabilities assumed by the Partnership or to which the property is subject); and (iii) allocations of Net Profits and other items of income or gain to such Partner;

(b) Debited with: (i) the amount of cash distributed to such Partner; (ii) the fair market value of property distributed to such Partner (net of liabilities assumed by such Partner or to which the property is subject); and (iii) allocations of Net Losses and other items of deduction or loss to such Partner.

4.7 No Interest on Capital. No Partner shall be entitled to interest on such Partner's Capital Contribution or Capital Account balance unless otherwise provided in this Agreement.

4.8 No Withdrawal of Capital. No Partner shall have the right to withdraw or demand the return of all or any portion of such Partner's Capital Contribution except as specifically provided in this Agreement or as required by the Act.

4.9 Community Property. To the extent that any Partner's Capital Contribution or Partnership Interest constitutes community property under New Mexico law (NMSA 1978, Section 40-3-1 et seq.), the non-partner spouse shall execute a spousal consent in the form attached hereto as Exhibit C acknowledging and consenting to the terms of this Agreement.

ARTICLE V — ALLOCATIONS OF PROFITS AND LOSSES

5.1 Net Profits. Except as otherwise provided in this Article V, Net Profits for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests.

5.2 Net Losses. Except as otherwise provided in this Article V, Net Losses for each Fiscal Year shall be allocated among the Partners in proportion to their respective Percentage Interests; provided, however, that no allocation of Net Losses shall be made to a Limited Partner to the extent that such allocation would cause or increase a deficit balance in such Limited Partner's Capital Account (after taking into account adjustments required under Treasury Regulations Section 1.704-1(b)(2)(ii)(d)).

5.3 Special Allocations.

(a) Minimum Gain Chargeback. Notwithstanding any other provision of this Article V, if there is a net decrease in Partnership Minimum Gain (as defined in Treasury Regulations Section 1.704-2(b)(2)) during any Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such year in proportion to and to the extent of such Partner's share of the net decrease in Partnership Minimum Gain, as required by Treasury Regulations Section 1.704-2(f).

(b) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as defined in Treasury Regulations Section 1.704-2(i)(3)) during any Fiscal Year, each Partner who has a share of such Partner Nonrecourse Debt Minimum Gain shall be allocated items of income and gain for such year in proportion to and to the extent of such Partner's share of the net decrease, as required by Treasury Regulations Section 1.704-2(i)(4).

(c) Qualified Income Offset. If a Limited Partner unexpectedly receives an adjustment, allocation, or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) that causes or increases a deficit balance in such Partner's Capital Account, items of income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance as quickly as possible, as required by Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(d) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset under Code Section 734(b) or Code Section 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment shall be treated as an item of gain or loss and shall be specially allocated to the Partners consistent with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

5.4 Tax Allocations. For federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit shall be allocated among the Partners in the same manner as the corresponding item is allocated for Capital Account purposes under this Article V, except as otherwise required by Code Section 704(c) and the Treasury Regulations thereunder.

5.5 Allocation of Excess Nonrecourse Liabilities. For purposes of Treasury Regulations Section 1.752-3(a)(3), the Partners agree that excess nonrecourse liabilities of the Partnership shall be allocated among the Partners in proportion to their respective Percentage Interests.

ARTICLE VI — DISTRIBUTIONS

6.1 Distributions of Distributable Cash. The General Partner shall determine the amount and timing of Distributions to the Partners, subject to the following:

(a) Distributions shall be made at least [☐ quarterly / ☐ semi-annually / ☐ annually / ☐ as determined by the General Partner] to the extent Distributable Cash is available;

(b) Distributions shall be made to Partners in proportion to their respective Percentage Interests unless otherwise provided in this Agreement;

(c) No Distribution shall be made if, after giving effect to the Distribution, the Partnership would be unable to pay its debts as they become due in the ordinary course of business, as provided in NMSA 1978, Section 54-2A-503.

6.2 Tax Distributions. The General Partner shall use reasonable efforts to cause the Partnership to distribute to each Partner, on or before the due date for estimated tax payments, an amount sufficient to enable each Partner to pay the federal and state income taxes attributable to such Partner's allocable share of Partnership income for the applicable Fiscal Year.

6.3 Distributions in Kind. No Partner may demand or receive a Distribution in kind. The General Partner may, in its sole discretion, make Distributions of Partnership property in kind, provided that such Distributions are made to all Partners pro rata based on their Percentage Interests. Any property distributed in kind shall be valued at its fair market value as of the date of distribution.

6.4 Withholding. The Partnership is authorized to withhold from Distributions to any Partner any amounts required by federal, state, or local tax law. Any amounts so withheld shall be treated as having been distributed to the Partner.

6.5 Limitations on Distributions. No Distribution shall be made to a Partner to the extent that, at the time of Distribution:

(a) The Partnership is insolvent or would be rendered insolvent by such Distribution;

(b) The Distribution would violate NMSA 1978, Section 54-2A-503 or any other provision of the Act; or

(c) The Distribution would violate any loan covenant or agreement to which the Partnership is a party.

ARTICLE VII — MANAGEMENT AND VOTING RIGHTS

7.1 Management by General Partner. The business and affairs of the Partnership shall be managed exclusively by the General Partner(s), who shall have full, exclusive, and complete authority and discretion to manage and control the business, affairs, and properties of the Partnership, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Partnership's business, as provided in NMSA 1978, Section 54-2A-406.

7.2 Powers of the General Partner. Without limiting the generality of Section 7.1, the General Partner shall have the power and authority to:

(a) Enter into, execute, and deliver contracts, agreements, leases, and other instruments on behalf of the Partnership;

(b) Open and maintain bank accounts and other financial accounts in the name of the Partnership;

(c) Borrow money and issue evidences of indebtedness on behalf of the Partnership, and secure such indebtedness with Partnership assets;

(d) Hire, supervise, and terminate employees, independent contractors, agents, attorneys, accountants, and other professionals;

(e) Acquire, hold, manage, develop, improve, lease, and dispose of real and personal property;

(f) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits and other legal proceedings;

(g) Make tax elections and file tax returns on behalf of the Partnership;

(h) Determine the amount and timing of Distributions to Partners;

(i) Admit new Partners in accordance with Article XII;

(j) Execute and file amendments to the Certificate as required by the Act; and

(k) Take all other actions that the General Partner deems necessary or advisable in connection with the Partnership's business.

7.3 Actions Requiring Approval of Limited Partners. Notwithstanding the General Partner's broad management authority, the following actions shall require the prior written consent of a Majority in Interest of the Limited Partners:

(a) Any amendment to this Agreement that would adversely affect the rights of the Limited Partners;

(b) The sale, exchange, or other disposition of all or substantially all of the assets of the Partnership other than in the ordinary course of business;

(c) A merger or conversion of the Partnership;

(d) The admission of a new General Partner;

(e) Any transaction between the Partnership and the General Partner or an Affiliate of the General Partner involving consideration in excess of $[________________________________];

(f) The filing of a voluntary petition for bankruptcy or insolvency on behalf of the Partnership;

(g) Any material change in the nature of the Partnership's business; and

(h) The dissolution of the Partnership other than as provided in Article XIV.

7.4 Voting Rights of Limited Partners. Limited Partners shall have the right to vote only on those matters expressly set forth in Section 7.3 and as otherwise required by the Act. Each Limited Partner shall have one vote per unit of Percentage Interest held.

7.5 Meetings of Partners. Meetings of the Partners may be called by the General Partner or by Limited Partners holding at least [____]% of the aggregate Percentage Interests of all Limited Partners. Meetings shall be held at the Principal Office of the Partnership or at such other location as designated in the notice of meeting. Written notice of any meeting shall be delivered to all Partners at least fifteen (15) days prior to the meeting.

7.6 Action Without Meeting. Any action that may be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action to be taken is signed by Partners holding the requisite Percentage Interest required for such action.

7.7 Standard of Care. The General Partner shall discharge its duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the General Partner reasonably believes to be in the best interests of the Partnership.

ARTICLE VIII — RIGHTS AND OBLIGATIONS OF THE GENERAL PARTNER

8.1 Duties of the General Partner. The General Partner shall:

(a) Devote such time and attention to the Partnership's business as is reasonably necessary for the proper conduct thereof;

(b) Maintain complete and accurate books and records of the Partnership;

(c) Prepare or cause to be prepared all required tax returns and filings;

(d) Provide financial reports to the Limited Partners in accordance with Article XVI;

(e) Maintain the Partnership's registered office and registered agent in New Mexico as required by NMSA 1978, Section 54-2A-110;

(f) File annual reports and other filings as required by New Mexico law; and

(g) Maintain adequate insurance coverage for the Partnership's operations.

8.2 Liability of General Partner. The General Partner shall be liable for the debts, obligations, and liabilities of the Partnership as provided by the Act, unless the Partnership has elected LLLP status pursuant to NMSA 1978, Section 54-2A-404(c), in which case the General Partner's liability shall be as set forth in the Act for limited liability limited partnerships.

8.3 Compensation of General Partner. The General Partner shall be entitled to receive compensation for services rendered to the Partnership as follows:

(a) Management Fee: [____]% of [________________________________] per [☐ month / ☐ quarter / ☐ year];

(b) Transaction Fee: [____]% of [________________________________] upon completion of [________________________________]; and/or

(c) Other Compensation: [________________________________].

8.4 Reimbursement of Expenses. The General Partner shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in connection with the Partnership's business, including but not limited to travel, legal fees, accounting fees, filing fees, and other expenses directly related to the Partnership's operations.

8.5 Other Business Activities. Unless otherwise restricted by a separate agreement, the General Partner and its Affiliates may engage in other business activities, including activities that may compete with the Partnership, without any obligation to offer any business opportunity to the Partnership. [Note: This provision may be modified to restrict competitive activities.]

8.6 Resignation of General Partner. The General Partner may resign by providing at least [____] days' prior written notice to all Limited Partners. A resignation shall be effective upon the earlier of: (a) the date specified in the notice; or (b) the admission of a successor General Partner.

8.7 Removal of General Partner. The General Partner may be removed by the unanimous written consent of all Limited Partners. Upon removal, the removed General Partner shall be entitled to receive the fair market value of such General Partner's Partnership Interest as determined by an independent appraiser.

ARTICLE IX — RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

9.1 Limited Liability. A Limited Partner shall not be liable for the debts, obligations, or liabilities of the Partnership solely by reason of being a Limited Partner, as provided in NMSA 1978, Section 54-2A-303. A Limited Partner's liability shall be limited to the amount of such Partner's Capital Contribution, except to the extent the Limited Partner has received a Distribution in violation of the Act.

9.2 No Authority to Bind the Partnership. No Limited Partner shall have the right or power to act for or on behalf of the Partnership, to bind the Partnership, or to transact any business in the name of the Partnership, as provided in NMSA 1978, Section 54-2A-302.

9.3 Right to Information. Each Limited Partner shall have the right to obtain from the Partnership, upon reasonable demand, information regarding the Partnership's business and affairs as provided in NMSA 1978, Section 54-2A-304, including:

(a) True and full information regarding the status of the Partnership's business and financial condition;

(b) Promptly after becoming available, a copy of the Partnership's federal, state, and local income tax returns for each year;

(c) A current list of the name and last known address of each Partner;

(d) A copy of this Agreement and the Certificate and all amendments thereto;

(e) Information regarding the amount of cash and a description and statement of the agreed value of any other Capital Contribution made by each Partner; and

(f) Such other information as is just and reasonable under the circumstances.

9.4 Inspection Rights. Each Limited Partner shall have the right to inspect and copy, at such Partner's expense, during ordinary business hours, the Partnership's books and records required to be maintained under NMSA 1978, Section 54-2A-111.

9.5 No Participation in Management. A Limited Partner shall not participate in the management or control of the Partnership's business. The exercise of rights specifically granted to Limited Partners under this Agreement or the Act shall not constitute participation in management or control.

ARTICLE X — TRANSFER OF PARTNERSHIP INTERESTS

10.1 Restrictions on Transfer. No Partner shall Transfer all or any portion of such Partner's Partnership Interest without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion. Any purported Transfer in violation of this Article X shall be null and void.

10.2 Conditions of Transfer. As conditions to any Transfer, the General Partner may require:

(a) The transferor and transferee execute and deliver such documents as the General Partner deems necessary or appropriate;

(b) The transferee agree in writing to be bound by all terms and conditions of this Agreement;

(c) The transferor provide an opinion of counsel, reasonably satisfactory to the General Partner, that the Transfer will not require registration under the Securities Act of 1933 or any applicable state securities laws;

(d) The transferor and transferee pay all expenses incurred by the Partnership in connection with the Transfer; and

(e) The Transfer will not cause the Partnership to be treated as a "publicly traded partnership" within the meaning of Code Section 7704.

10.3 Right of First Refusal. Before any Partner may Transfer a Partnership Interest to a non-Partner (other than a Permitted Transfer under Section 10.5), the transferring Partner shall first offer the Interest to the remaining Partners as follows:

(a) The transferring Partner shall deliver written notice (the "Offer Notice") to all other Partners specifying the Interest to be transferred, the proposed purchase price, and all material terms of the proposed Transfer;

(b) Each remaining Partner shall have [____] days from receipt of the Offer Notice to elect to purchase a pro rata share of the offered Interest at the price and on the terms stated in the Offer Notice;

(c) If the remaining Partners do not elect to purchase all of the offered Interest within such period, the transferring Partner may complete the Transfer to the proposed transferee at a price and on terms no more favorable than those stated in the Offer Notice, provided such Transfer is completed within [____] days after expiration of the right of first refusal period.

10.4 Effect of Transfer. A transferee of a Transferable Interest who is not admitted as a Partner shall be entitled only to receive Distributions and allocations of income, gain, loss, deduction, and credit attributable to the transferred Interest, as provided in the Act. Such transferee shall not have any right to participate in the management of the Partnership or to obtain information regarding the Partnership's business.

10.5 Permitted Transfers. Notwithstanding any other provision of this Article X, the following Transfers shall be permitted without the consent of the General Partner:

(a) A Transfer by a Partner to the Partner's spouse, children, grandchildren, parents, or siblings, or to a trust for the benefit of any of the foregoing;

(b) A Transfer by a Partner that is an entity to a wholly-owned subsidiary or to the entity's equity holders upon the dissolution of such entity; and

(c) A Transfer by operation of law upon the death of a Partner, subject to Section 10.6.

10.6 Transfer Upon Death. Upon the death of a Limited Partner, the deceased Partner's Interest shall pass to such Partner's estate, heirs, or designated beneficiaries in accordance with applicable law. The General Partner shall have the option, exercisable within [____] days of receiving notice of the death, to purchase the deceased Partner's Interest at fair market value as determined by an independent appraiser selected by the General Partner.

ARTICLE XI — ADMISSION OF NEW PARTNERS

11.1 Admission of New Limited Partners. A Person may be admitted as a new Limited Partner only with the prior written consent of the General Partner and upon satisfaction of the following conditions:

(a) Execution of this Agreement or a counterpart or joinder agreement;

(b) Payment of such Capital Contribution as determined by the General Partner;

(c) Compliance with applicable securities laws;

(d) Payment of all expenses incurred by the Partnership in connection with the admission; and

(e) Delivery of such other documents and instruments as the General Partner deems necessary.

11.2 Admission of New or Successor General Partners. A Person may be admitted as a new or successor General Partner only with the prior written consent of a Majority in Interest of the Limited Partners and upon:

(a) Execution of this Agreement or a counterpart or joinder agreement;

(b) Filing of an amendment to the Certificate with the New Mexico Secretary of State as required by NMSA 1978, Section 54-2A-202;

(c) Payment of such Capital Contribution as determined by the existing Partners; and

(d) Compliance with all other requirements of this Agreement and the Act.

11.3 Amendment of Records. Upon the admission of any new Partner, the General Partner shall update the Partner Schedule (Exhibit A) and amend the Certificate as required by the Act.

ARTICLE XII — WITHDRAWAL AND DISSOCIATION

12.1 Withdrawal of Limited Partner. A Limited Partner may withdraw from the Partnership only upon [____] days' prior written notice to the General Partner, unless otherwise provided in this Agreement.

12.2 Dissociation of Limited Partner. A Limited Partner is dissociated from the Partnership upon the occurrence of any of the events specified in NMSA 1978, Section 54-2A-601, including:

(a) The Partnership's receipt of notice of the Limited Partner's express will to withdraw;

(b) An event agreed to in this Agreement as causing dissociation;

(c) The Limited Partner's expulsion pursuant to the terms of this Agreement;

(d) The Limited Partner's expulsion by judicial order;

(e) The Limited Partner's Bankruptcy; or

(f) The Limited Partner's death or the appointment of a guardian or conservator for the Limited Partner.

12.3 Dissociation of General Partner. A General Partner is dissociated from the Partnership upon the occurrence of any of the events specified in NMSA 1978, Section 54-2A-603, including:

(a) The Partnership's receipt of notice of the General Partner's express will to withdraw;

(b) An event agreed to in this Agreement as causing dissociation;

(c) The General Partner's removal pursuant to Section 8.7;

(d) The General Partner's Bankruptcy;

(e) The General Partner's death (if an individual) or dissolution (if an entity); or

(f) The General Partner's expulsion by judicial order.

12.4 Effect of Dissociation. Upon dissociation:

(a) A dissociated Partner's right to participate in management and the Partnership's business shall cease;

(b) The dissociated Partner's duty of loyalty and duty of care shall terminate, except as to matters arising before dissociation;

(c) The dissociated Partner's Transferable Interest shall remain subject to the terms of this Agreement; and

(d) The Partnership shall cause the Certificate to be amended as necessary to reflect the dissociation.

12.5 Buyout of Dissociated Partner's Interest. Upon the dissociation of any Partner, the Partnership shall purchase the dissociated Partner's Interest at a price equal to the fair market value of such Interest as of the date of dissociation, determined by agreement of the parties or, if the parties cannot agree, by an independent appraiser mutually selected by the Partnership and the dissociated Partner (or appointed by a court of competent jurisdiction in New Mexico).

ARTICLE XIII — BOOKS, RECORDS, AND ACCOUNTING

13.1 Books and Records. The Partnership shall maintain at its Principal Office the following books and records as required by NMSA 1978, Section 54-2A-111:

(a) A current list in alphabetical order of the full name and last known mailing address of each Partner;

(b) A copy of the Certificate and all amendments thereto, together with copies of any powers of attorney pursuant to which the Certificate was executed;

(c) Copies of the Partnership's federal, state, and local income tax returns and financial statements for the three (3) most recent Fiscal Years;

(d) Copies of this Agreement and all amendments hereto, including any former agreements no longer in effect;

(e) A writing or other record setting forth the amount of cash and a description and statement of the agreed value of any other Capital Contribution made by each Partner, and the times at which or events upon the occurrence of which any additional contributions agreed to be made by each Partner are to be made;

(f) A writing or other record setting forth any events upon the occurrence of which the Partnership is to be dissolved and its affairs wound up; and

(g) Copies of all financial statements of the Partnership.

13.2 Accounting Method. The Partnership's books and records shall be maintained on the [☐ cash / ☐ accrual] basis of accounting in accordance with generally accepted accounting principles (GAAP), consistently applied.

13.3 Fiscal Year. The Fiscal Year of the Partnership shall be the calendar year ending December 31.

13.4 Financial Statements. The General Partner shall prepare or cause to be prepared the following financial statements and deliver them to each Partner:

(a) Within ninety (90) days after the end of each Fiscal Year, an annual financial statement including a balance sheet, income statement, statement of cash flows, and statement of changes in partners' capital;

(b) Within forty-five (45) days after the end of each calendar quarter, a quarterly financial statement including a balance sheet and income statement; and

(c) Such other financial information as any Partner may reasonably request.

13.5 Bank Accounts. The General Partner shall maintain one or more bank accounts in the name of the Partnership at financial institutions selected by the General Partner. All Partnership funds shall be deposited in such accounts and shall not be commingled with the funds of any Partner or any other Person.

ARTICLE XIV — DISSOLUTION AND WINDING UP

14.1 Events Causing Dissolution. The Partnership shall be dissolved upon the first to occur of the following events, as provided in NMSA 1978, Section 54-2A-801:

(a) The happening of an event specified in this Agreement;

(b) The written consent of all Partners;

(c) The dissociation of a General Partner, unless within ninety (90) days after the dissociation:

(i) Consent to continue the Partnership is given by Limited Partners holding a Majority in Interest; and

(ii) At least one Person is admitted as a General Partner in accordance with this Agreement;

(d) The passage of ninety (90) consecutive days during which the Partnership has no Limited Partners;

(e) Entry of a decree of judicial dissolution under NMSA 1978, Section 54-2A-802; or

(f) The administrative dissolution of the Partnership by the New Mexico Secretary of State.

14.2 Judicial Dissolution. On application by a Partner, a court of competent jurisdiction in the State of New Mexico may decree dissolution of the Partnership whenever it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement, as provided in NMSA 1978, Section 54-2A-802.

14.3 Winding Up. Upon dissolution, the General Partner (or, if there is no General Partner, a Person appointed by a Majority in Interest of the Limited Partners, or by the court) shall wind up the Partnership's affairs in accordance with NMSA 1978, Section 54-2A-803, including:

(a) Collecting all assets of the Partnership;

(b) Paying or providing for the payment of all debts, obligations, and liabilities of the Partnership, including all expenses of winding up;

(c) Making adequate provision for any contingent or disputed claims;

(d) Distributing the remaining assets to the Partners in accordance with Section 14.4; and

(e) Filing a Statement of Termination with the New Mexico Secretary of State in accordance with NMSA 1978, Section 54-2A-203.

14.4 Order of Distribution Upon Dissolution. After paying or providing for all debts and liabilities, the remaining assets of the Partnership shall be distributed in the following order, as provided in NMSA 1978, Section 54-2A-812:

(a) First, to Partners and former Partners in satisfaction of liabilities for Distributions owed under the Act;

(b) Second, to Partners for the return of their Capital Contributions; and

(c) Third, to Partners in proportion to their respective Percentage Interests.

14.5 Deficit Capital Accounts. If any Partner has a deficit balance in such Partner's Capital Account after all allocations have been made pursuant to this Agreement, such Partner shall have no obligation to restore the deficit except as otherwise required by the Act or this Agreement.

14.6 Statement of Termination. Upon completion of the winding up of the Partnership, the General Partner (or other Person winding up the Partnership's affairs) shall file a Statement of Termination with the New Mexico Secretary of State, which shall include: (a) the name of the Partnership; (b) the date of filing of the Certificate; (c) the reason for filing the Statement of Termination; (d) the effective date of the termination (which must be a date on or after the date of filing); and (e) any other information required by the Act.

ARTICLE XV — TAX MATTERS

15.1 Tax Classification. The Partnership intends to be classified as a partnership for federal income tax purposes and shall not elect to be classified as a corporation or association.

15.2 Partnership Representative. The General Partner (or its designee) shall serve as the "Partnership Representative" as defined in Code Section 6223 (as amended by the Bipartisan Budget Act of 2015) and shall have all powers and authority granted to the Partnership Representative under the Code. The Partnership Representative shall:

(a) Represent the Partnership in all dealings with the Internal Revenue Service and state tax authorities;

(b) Make all elections and decisions on behalf of the Partnership with respect to tax audits and proceedings;

(c) Keep all Partners informed of any administrative or judicial proceedings relating to the Partnership's tax matters; and

(d) Not take any action that would materially adversely affect any Partner without the prior written consent of such Partner, to the extent practicable.

15.3 Tax Returns. The General Partner shall prepare or cause to be prepared all federal, state, and local income tax returns of the Partnership and shall furnish to each Partner a Schedule K-1 (or equivalent) within seventy-five (75) days after the end of each Fiscal Year (or such earlier deadline as may be imposed by applicable law).

15.4 Tax Elections. The General Partner shall have the authority to make all tax elections on behalf of the Partnership, including:

(a) An election under Code Section 754 to adjust the basis of Partnership property;

(b) Elections regarding depreciation methods and recovery periods;

(c) An election under Code Section 6226 to push out adjustments resulting from a partnership-level audit to the reviewed year partners; and

(d) Any other election permitted under the Code or state tax law.

15.5 New Mexico Tax Obligations. The Partnership shall comply with all New Mexico tax requirements, including:

(a) Filing New Mexico partnership information returns as required;

(b) Withholding and remitting New Mexico income tax on behalf of non-resident Partners as required by New Mexico law;

(c) Compliance with New Mexico gross receipts tax (NMSA 1978, Chapter 7, Article 9) applicable to the Partnership's business activities; and

(d) Any other tax obligations imposed by New Mexico law.

ARTICLE XVI — INDEMNIFICATION AND LIABILITY

16.1 Indemnification of General Partner. The Partnership shall indemnify, defend, and hold harmless the General Partner and its officers, directors, employees, agents, members, partners, and Affiliates (collectively, "Indemnified Persons") from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to the business or affairs of the Partnership, provided that no Indemnified Person shall be indemnified for:

(a) Acts or omissions constituting willful misconduct, gross negligence, or fraud;

(b) Acts or omissions constituting a breach of fiduciary duty that involves intentional misconduct or a knowing violation of law; or

(c) Any transaction from which the Indemnified Person derived an improper personal benefit.

16.2 Advancement of Expenses. The Partnership shall advance expenses (including reasonable attorneys' fees) incurred by an Indemnified Person in connection with any claim, demand, action, suit, or proceeding for which indemnification may be sought under this Article XVI, upon receipt of an undertaking by the Indemnified Person to repay such amounts if it is ultimately determined that the Indemnified Person is not entitled to indemnification.

16.3 Limitation of Liability of Limited Partners. No Limited Partner shall be liable for the debts, obligations, or liabilities of the Partnership beyond such Limited Partner's Capital Contribution and any Distributions required to be returned pursuant to the Act. Nothing in this Agreement shall be deemed to impose any obligation on any Limited Partner beyond those imposed by the Act.

16.4 Insurance. The General Partner may cause the Partnership to purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against or incurred by such Indemnified Person in connection with the Partnership's business.

ARTICLE XVII — DISPUTE RESOLUTION

17.1 Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Partnership (a "Dispute"), the parties shall first attempt to resolve the Dispute through good-faith negotiation. Either party may initiate such negotiation by delivering written notice of the Dispute to the other party. The parties shall use their best efforts to resolve the Dispute within thirty (30) days after delivery of such notice.

17.2 Mediation. If the Dispute is not resolved through negotiation within the thirty (30)-day period, either party may submit the Dispute to mediation administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]] in accordance with its mediation rules. The mediation shall take place in [________________________________], New Mexico. The costs of mediation shall be shared equally by the parties.

17.3 Arbitration. If the Dispute is not resolved through mediation within sixty (60) days after the mediation is initiated (or such longer period as the parties may agree), the Dispute shall be finally resolved by binding arbitration administered by [☐ the American Arbitration Association / ☐ JAMS / ☐ other: [________________________________]] in accordance with its rules for commercial arbitration. The arbitration shall take place in [________________________________], New Mexico.

(a) The arbitration shall be conducted by [☐ one (1) / ☐ three (3)] neutral arbitrator(s) selected in accordance with the rules of the administering organization;

(b) The arbitrator(s) shall apply New Mexico law in rendering a decision;

(c) The decision of the arbitrator(s) shall be final, binding, and enforceable in any court of competent jurisdiction in the State of New Mexico;

(d) The prevailing party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party; and

(e) The arbitration proceedings and any award shall be confidential.

17.4 Injunctive Relief. Notwithstanding the foregoing, any party may seek injunctive or other equitable relief from any court of competent jurisdiction in the State of New Mexico to prevent irreparable harm pending the resolution of a Dispute through arbitration.

17.5 Governing Jurisdiction. The courts of the State of New Mexico, including the United States District Court for the District of New Mexico, shall have jurisdiction over any proceedings arising under or relating to this Agreement.

ARTICLE XVIII — AMENDMENTS

18.1 Amendments Generally. This Agreement may be amended only by a written instrument signed by the General Partner and by Limited Partners holding a Majority in Interest of the Limited Partners, except as provided in Sections 18.2 and 18.3.

18.2 Amendments Requiring Unanimous Consent. The following amendments shall require the written consent of all Partners:

(a) Any amendment that would modify the limited liability of any Limited Partner;

(b) Any amendment that would alter a Partner's right to receive Distributions or allocations of income, gain, loss, deduction, or credit;

(c) Any amendment that would change the Percentage Interest of any Partner without such Partner's consent;

(d) Any amendment that would modify the requirements for amendment set forth in this Article XVIII; and

(e) Any amendment that would obligate a Partner to make additional Capital Contributions without such Partner's consent.

18.3 Amendments by General Partner. The General Partner may, without the consent of the Limited Partners, amend this Agreement and the Certificate to:

(a) Reflect the admission, withdrawal, or dissociation of Partners;

(b) Reflect changes in the name, address, or Percentage Interest of any Partner;

(c) Satisfy any applicable legal or regulatory requirements; and

(d) Cure any ambiguity, defect, or inconsistency, provided that such amendment does not adversely affect the rights of the Limited Partners.

ARTICLE XIX — GENERAL PROVISIONS

19.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, including the Act, without regard to its conflict of laws principles.

19.2 Entire Agreement. This Agreement, together with the Exhibits attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

19.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

19.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

19.5 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed duly given:

(a) When delivered personally to the recipient;

(b) One (1) business day after being sent by nationally recognized overnight courier service (e.g., FedEx, UPS);

(c) Three (3) business days after being mailed by certified or registered United States mail, return receipt requested, postage prepaid; or

(d) When sent by electronic mail (with confirmation of receipt) to the address specified by the recipient.

All notices shall be addressed to the Partners at their respective addresses set forth in the Partner Schedule (Exhibit A) or at such other address as a Partner may designate by notice to the other Partners.

19.6 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. No failure or delay by any party in exercising any right or remedy shall constitute a waiver thereof.

19.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic means (including PDF) shall be deemed original signatures.

19.8 Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

19.9 Construction. As used in this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) "including" means "including without limitation"; (c) references to "days" mean calendar days unless otherwise specified; and (d) references to Articles, Sections, and Exhibits are to Articles, Sections, and Exhibits of this Agreement.

19.10 No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Partners and their permitted successors and assigns and does not create any rights in or obligations to any third party.

19.11 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Partnership or any creditor of any Partner.

19.12 Power of Attorney. Each Limited Partner hereby irrevocably constitutes and appoints the General Partner as such Limited Partner's true and lawful attorney-in-fact, with full power and authority to act in such Limited Partner's name, place, and stead, to execute, acknowledge, swear to, deliver, file, and record in the appropriate public offices:

(a) The Certificate and all amendments thereto required by the Act;

(b) Any other instrument or document necessary to carry out the terms of this Agreement or required by applicable law; and

(c) Any instrument required to effect the dissolution and termination of the Partnership.

This power of attorney is coupled with an interest and shall survive the death, disability, or incapacity of any Limited Partner.

19.13 Confidentiality. Each Partner shall maintain the confidentiality of the Partnership's proprietary information, trade secrets, financial information, and the terms of this Agreement, and shall not disclose such information to any third party without the prior written consent of the General Partner, except as required by law or as necessary for such Partner to obtain professional advice.

19.14 Force Majeure. The Partnership and the General Partner shall not be liable for any failure or delay in performance of any obligation under this Agreement arising from causes beyond their reasonable control, including natural disasters, acts of God, war, terrorism, epidemics, pandemics, government actions, or interruptions in utilities or communications.

ARTICLE XX — SIGNATURE BLOCKS

IN WITNESS WHEREOF, the undersigned have executed this Limited Partnership Agreement as of the Effective Date first written above.

GENERAL PARTNER(S):

General Partner 1:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

General Partner 2 (if applicable):

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

LIMITED PARTNER(S):

Limited Partner 1:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 2:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 3:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 4:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

Limited Partner 5:

Name: [________________________________]

Signature: ____________________________________________

Date: [__/__/____]

Title (if entity): [________________________________]

Address: [________________________________]

NOTARY ACKNOWLEDGMENT

STATE OF NEW MEXICO

COUNTY OF [________________________________]

On this [____] day of [________________________________], [____], before me, the undersigned notary public, personally appeared:

[________________________________]

☐ personally known to me, OR

☐ proved to me on the basis of satisfactory evidence (identification presented: [________________________________])

to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public: ____________________________________________

Printed Name: [________________________________]

My Commission Expires: [__/__/____]

Notary Commission Number: [________________________________]

[NOTARY SEAL]

EXHIBIT A — PARTNER SCHEDULE

Total Percentage Interests: 100%

EXHIBIT B — CERTIFICATE OF LIMITED PARTNERSHIP REFERENCE

The Certificate of Limited Partnership shall be filed with:

New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501

Phone: (505) 827-3600
Website: https://www.sos.nm.gov/business-services/

Filing Fee: $100.00 (initial Certificate of Limited Partnership)
Amendment Fee: $100.00

The Certificate shall contain the information required by NMSA 1978, Section 54-2A-201:

1. The name of the limited partnership (must contain "Limited Partnership" or "L.P.")
2. The street and mailing address of the registered office in New Mexico
3. The name of the registered agent at the registered office
4. The name and street and mailing address of each general partner
5. Whether the limited partnership is a limited liability limited partnership (LLLP)

EXHIBIT C — SPOUSAL CONSENT (Community Property)

Because New Mexico is a community property state, the following consent is recommended for any Partner whose Partnership Interest may constitute community property:

CONSENT OF SPOUSE

I, [________________________________], am the spouse of [________________________________], a [☐ General / ☐ Limited] Partner in [________________________________], L.P. (the "Partnership"). I have read and understand the Limited Partnership Agreement dated [__/__/____] (the "Agreement"). I hereby consent to the terms of the Agreement and agree that my community property interest in the Partnership, if any, shall be subject to and bound by all terms and conditions of the Agreement, including without limitation the restrictions on transfer set forth in Article X.

I understand that I am not a Partner of the Partnership and shall have no rights to participate in the management or affairs of the Partnership. I agree that in the event of the dissolution of my marriage, any court distributing community property shall be bound by the terms of the Agreement.

Spouse Signature: ____________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

EXHIBIT D — CAPITAL CONTRIBUTION SCHEDULE

Sources and References

• New Mexico Uniform Revised Limited Partnership Act: NMSA 1978, Sections 54-2A-101 through 54-2A-1204
• New Mexico Secretary of State, Business Services: https://www.sos.nm.gov/business-services/
• New Mexico Statutes, Chapter 54, Article 2A: https://law.justia.com/codes/new-mexico/chapter-54/article-2a/
• New Mexico Secretary of State Fee Schedule: NMSA 1978, Section 54-2A-210
• New Mexico Community Property Act: NMSA 1978, Chapter 40, Article 3
• Internal Revenue Code, Sections 701-777 (Subchapter K — Partners and Partnerships)
• Treasury Regulations, Section 1.704-1 et seq.