2007 Minnesota Statutes

323A.0202 FORMATION OF PARTNERSHIP.
(a) Except as otherwise provided in subsection (b), 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.
(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:
(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.
History: 1997 c 174 art 2 s 9