New Mexico Limited Partnership Agreement Between Limited Liability Company and Limited Partner is a legally binding contract that outlines the terms and conditions between a limited liability company (LLC) and a limited partner in the state of New Mexico. This agreement serves as a roadmap for the partnership, clearly defining the obligations, rights, and responsibilities of both parties involved. The New Mexico Limited Partnership Agreement has various types based on the nature and requirements of the partnership. Some common types include: 1. General Partner: The general partner has full control and management authority over the partnership and assumes unlimited personal liability for the company's debts and obligations. 2. Limited Partner: This partner has limited involvement in the partnership's day-to-day operations and enjoys limited liability, meaning their personal assets are shielded from the partnership's liabilities. 3. Silent Partner: Similar to a limited partner, a silent partner invests in the partnership but does not actively participate in its management or decision-making process. 4. Managing Partner: A managing partner takes on the responsibility of managing the partnership's operations, making key decisions, and handling day-to-day affairs. 5. Sleeping Partner: Also known as a dormant partner, a sleeping partner invests capital into the partnership but doesn't actively participate in the business's management or operations. The New Mexico Limited Partnership Agreement typically includes key provisions such as: 1. Identification of the partnership: This section details the legal names and addresses of all parties involved, including the LLC and the limited partner(s). 2. Purpose of the partnership: It outlines the primary objectives and goals of the partnership, specifying the nature of the business or investment activities. 3. Capital contributions: Specifies the initial contributions made by each partner and any additional capital contributions required in the future. 4. Profit and loss sharing: Describes how profits and losses will be allocated among the partners, including profit distributions, tax obligations, and any agreed-upon sharing ratios. 5. Management and decision-making: Outlines the roles and responsibilities of each partner, including the authority to make business decisions and managerial duties. 6. Compensation and distributions: Details how compensation, salaries, and distributions will be determined and distributed among the partners. 7. Dissolution or termination: Outlines the process for dissolving the partnership, including provisions for selling assets, resolving debts, and distributing remaining assets among the partners. 8. Dispute resolution: Specifies the methods for resolving conflicts or disputes within the partnership, such as mediation or arbitration. It is crucial for both the LLC and limited partner to thoroughly review and understand the terms mentioned in the New Mexico Limited Partnership Agreement. Seeking professional legal advice while drafting the partnership agreement can ensure compliance with the state's laws and regulations, and protect the interests of all parties involved in the partnership.