# Title 45 — Partnerships

## Chapter 45-14 — Nature of Partnership

### § 45-14-01. (201) Partnership as entity.

1. A partnership is an entity distinct from the partnership's partners.
2. A limited liability partnership continues to be the same entity in existence before the
filing of the registration under chapter 45-22.
### § 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.
### § 45-14-03. (203) Partnership property.

Property acquired by a partnership is property of the partnership and not of the partners
individually.
### § 45-14-04. (204) When property is partnership property.

1. Property is partnership property if acquired in the name of:
a. The partnership; or
b. One or more partners with an indication in the instrument transferring title to the
property of the person's capacity as a partner or of the existence of a partnership
but without an indication of the name of the partnership.
2. Property is acquired in the name of the partnership by a transfer to:
a. The partnership in its name; or
b. One or more partners in their capacity as partners in the partnership, if the name
of the partnership is indicated in the instrument transferring title to the property.
3. Property is presumed to be partnership property if purchased with partnership assets,
even if not acquired in the name of the partnership or of one or more partners with an
indication in the instrument transferring title to the property of the person's capacity as
a partner or of the existence of a partnership.

4. Property acquired in the name of one or more of the partners, without an indication in
the instrument transferring title to the property of the person's capacity as a partner or
of the existence of a partnership and without use of partnership assets, is presumed to
be separate property, even if used for partnership purposes.
