(1) Except as otherwise provided in subsection (3) of this section, the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership.
(2) A partnership may be created under this chapter, a predecessor statute or a comparable law of another jurisdiction.
(3) An association or entity created under a law other than the laws described in subsection (2) of this section is not a partnership.
(4) In determining whether a partnership is created, the following rules apply:
(a) Factors indicating that persons have created a partnership include:
(A) Their receipt of or right to receive a share of profits of the business;
(B) Their expression of an intent to be partners in the business;
(C) Their participation or right to participate in control of the business;
(D) Their sharing or agreeing to share losses of the business or liability for claims by third parties against the business; and
(E) Their contributing or agreeing to contribute money or property to the business.
(b) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself create a partnership, even if the co-owners share profits made by the use of the property.
(c) The sharing of gross returns does not by itself create a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(d) It is a rebuttable presumption that a person who receives a share of the profits of a business is a partner in the business, unless the profits were received in payment of:
(A) A debt by installments or otherwise;
(B) Wages or other compensation to an employee or independent contractor;
(C) Rent;
(D) Amounts owing to a former partner, a beneficiary, representative or designee of a deceased partner or a partner with a disability, or a transferee of a partnership interest;
(E) Interest or other charge on a loan, whether or not the amount of payment varies with the profits of the business, and whether or not the loan agreement or instrument includes a direct or indirect present or future ownership interest in collateral or rights to income, proceeds or increase in value derived from collateral; or
(F) Consideration for the sale of a business, including goodwill, or other property by installments or otherwise.
(e) An agreement to share losses by the owners of a business is not necessary to create a partnership. [1997 c.775 §7; 2007 c.70 §16]
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