N.M. Stat. § 54-1A-905
Merger of partnerships.
(a) Pursuant to a plan of merger approved as provided in Subsection (c), a
partnership may be merged with one or more partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1)
the name of each partnership or limited partnership that is a party to the
merger;
(2)
the name of the surviving entity into which the other partnerships or limited
partnerships will merge;
(3)
whether the surviving entity is a partnership or a limited partnership and
the status of each partner;
(4)
the terms and conditions of the merger;
(5)
the manner and basis of converting the interests of each party to the
merger into interests or obligations of the surviving entity or into money or other
property in whole or part; and
(6)
the street address of the surviving entity's chief executive office.
(c) The plan of merger must be approved:
(1)
in the case of a partnership that is a party to the merger, by all of the
partners, or a number or percentage specified for merger in the partnership agreement;
and
(2)
in the case of a limited partnership that is a party to the merger, by the
vote required for approval of a merger by the law of the state or foreign jurisdiction in
which the limited partnership is organized and, in the absence of such a specifically
applicable law, by all of the partners, notwithstanding a provision to the contrary in the
partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan
may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1)
the approval of the plan of merger by all parties to the merger, as provided
in Subsection (c);
(2)
the filing of all documents required by law to be filed as a condition to the
effectiveness of the merger; or
(3)
any effective date specified in the plan of merger.