TITLE 30

CORPORATIONS

CHAPTER 23

GENERAL PARTNERSHIPS

PART 2

NATURE OF PARTNERSHIP

30-23-202.  FORMATION OF PARTNERSHIP. (a) Except as otherwise provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

(b)  An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.

(c)  In determining whether a partnership is formed, the following rules apply:

(1)  Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(2)  The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(3)  A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(A)  Of a debt by installments or otherwise;

(B)  For services as an independent contractor or of wages or other compensation to an employee;

(C)  Of rent;

(D)  Of an annuity or other retirement or health benefit to a deceased or retired partner or a beneficiary, representative, or designee of a deceased or retired partner;

(E)  Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

(F)  For the sale of the goodwill of a business or other property by installments or otherwise.

History:

[30-23-202, added 2015, ch. 243, sec. 24, p. 812.]