45-14-02. (202) Formation of partnership
1. Except as otherwise provided in subsection 2, 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.
2. An association formed under a statute other than chapters 45-13 through 45-21, a
predecessor statute, or a comparable statute of another jurisdiction is not a
partnership under chapters 45-13 through 45-21.
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:
(1) Of a debt by installments or otherwise;
(2) For services as an independent contractor or of wages or other
compensation to an employee;
(3) Of rent;
(4) Of an annuity or other retirement benefit to a beneficiary, representative, or
designee of a deceased or retired partner;
(5) 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
(6) For the sale of the goodwill of a business or other property by installments
or otherwise.
