§ 7-64-202 — Formation of partnership

(1) Except as otherwise provided in
subsection (2) of this section, the association of two 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. A limited liability partnership is for all purposes a
partnership.

(2) Subject to section 7-64-1205, an association is not a partnership under
this article if it is formed under a statute other than:

(a) This article;

(b) Article 60 of this title; or

(c) A comparable statute of another jurisdiction. A partnership that is subject
to article 60 of this title by reason of the first sentence of subsection (2) of section
7-60-106 shall be deemed to be formed under article 60 for purposes of this
subsection (2).

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

(a) 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.

(b) 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.

(c) 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:

(I) Of a debt by installments or otherwise;

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

(III) Of rent;

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

(V) 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

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

Legislative History

Source: L. 97: Entire article added, p. 872, � 1, effective January 1, 1998.