Find Legal Information

45-14 Nature of Partnership

Download pdf

CHAPTER 45-14NATURE OF PARTNERSHIP45-14-01. (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<br>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<br>persons to carry on as coowners a business for profit forms a partnership, whether<br>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<br>predecessor statute, or a comparable statute of another jurisdiction is not a<br>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,<br>common property, or part ownership does not by itself establish a partnership,<br>even if the coowners share profits made by the use of the property.b.The sharing of gross returns does not by itself establish a partnership, even if<br>the persons sharing them have a joint or common right or interest in property<br>from which the returns are derived.c.A person who receives a share of the profits of a business is presumed to be a<br>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<br>compensation to an employee;(3)Of rent;(4)Of an annuity or other retirement benefit to a beneficiary, representative,<br>or designee of a deceased or retired partner;(5)Of interest or other charge on a loan, even if the amount of payment<br>varies with the profits of the business, including a direct or indirect<br>present or future ownership of the collateral, or rights to income,<br>proceeds, or increase in value derived from the collateral; or(6)For the sale of the goodwill of a business or other property by<br>installments or otherwise.45-14-03. (203) Partnership property. Property acquired by a partnership is property ofthe 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:Page No. 1a.The partnership; orb.One or more partners with an indication in the instrument transferring title to the<br>property of the person's capacity as a partner or of the existence of a<br>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; orb.One or more partners in their capacity as partners in the partnership, if the<br>name of the partnership is indicated in the instrument transferring title to the<br>property.3.Property is presumed to be partnership property if purchased with partnership<br>assets, even if not acquired in the name of the partnership or of one or more<br>partners with an indication in the instrument transferring title to the property of the<br>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<br>in the instrument transferring title to the property of the person's capacity as a<br>partner or of the existence of a partnership and without use of partnership assets, is<br>presumed to be separate property, even if used for partnership purposes.Page No. 2Document Outlinechapter 45-14 nature of partnership