Minnesota Statutes
Chapter 323A — Uniform Partnership Act Of 1994
Section 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.
1997 c 174 art 2 s 9

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 323A — Uniform Partnership Act Of 1994

Section 323A.0101 — Definitions.

Section 323A.0102 — Knowledge And Notice.

Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions.

Section 323A.0104 — Supplemental Principles Of Law.

Section 323A.0105 — Execution, Filing, And Recording Of Statements.

Section 323A.0106 — Governing Law.

Section 323A.0107 — Partnership Subject To Amendment Or Repeal Of Chapter.

Section 323A.0201 — Partnership As Entity.

Section 323A.0202 — Formation Of Partnership.

Section 323A.0203 — Partnership Property.

Section 323A.0204 — When Property Is Partnership Property.

Section 323A.0301 — Partner Agent Of Partnership.

Section 323A.0302 — Transfer Of Partnership Property.

Section 323A.0303 — Statement Of Partnership Authority.

Section 323A.0304 — Statement Of Denial.

Section 323A.0305 — Partnership Liable For Partner's Actionable Conduct.

Section 323A.0306 — Partner's Liability.

Section 323A.0307 — Actions By And Against Partnership And Partners.

Section 323A.0308 — Liability Of Purported Partner.

Section 323A.0401 — Partner's Rights And Duties.

Section 323A.0402 — Distributions In Kind.

Section 323A.0403 — Partner's Rights And Duties With Respect To Information.

Section 323A.0404 — General Standards Of Partner's Conduct.

Section 323A.0405 — Actions By Partnership And Partners.

Section 323A.0406 — Continuation Of Partnership Beyond Definite Term Or Particular Undertaking.

Section 323A.0501 — Partner Not Co-owner Of Partnership Property.

Section 323A.0502 — Partner's Transferable Interest In Partnership.

Section 323A.0503 — Transfer Of Partner's Transferable Interest.

Section 323A.0504 — Partner's Transferable Interest Subject To Charging Order.

Section 323A.0601 — Events Causing Partner's Dissociation.

Section 323A.0602 — Partner's Power To Dissociate; Wrongful Dissociation.

Section 323A.0603 — Effect Of Partner's Dissociation.

Section 323A.0701 — Purchase Of Dissociated Partner's Interest.

Section 323A.0702 — Dissociated Partner's Power To Bind And Liability To Partnership.

Section 323A.0703 — Dissociated Partner's Liability To Other Persons.

Section 323A.0704 — Statement Of Dissociation.

Section 323A.0705 — Continued Use Of Partnership Name.

Section 323A.0801 — Events Causing Dissolution And Winding Up Of Partnership Business.

Section 323A.0802 — Partnership Continues After Dissolution.

Section 323A.0803 — Right To Wind Up Partnership Business.

Section 323A.0804 — Partner's Power To Bind Partnership After Dissolution.

Section 323A.0805 — Statement Of Dissolution.

Section 323A.0806 — Partner's Liability To Other Partners After Dissolution.

Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners.

Section 323A.0901 — Definitions.

Section 323A.0902 — Conversions.

Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.

Section 323A.0904 — Effect Of Conversion.

Section 323A.0905 — Merger Of Partnerships.

Section 323A.0906 — Effect Of Merger.

Section 323A.0907 — Statement Of Merger.

Section 323A.0910 — Domestication.

Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.

Section 323A.0912 — Filings Required For Domestication; Effective Date.

Section 323A.0913 — Effect Of Domestication.

Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

Section 323A.1001 — Statement Of Qualification.

Section 323A.1002 — Name.

Section 323A.1003 — Annual Renewal.

Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent.

Section 323A.1101 — Law Governing Foreign Limited Liability Partnership.

Section 323A.1102 — Statement Of Foreign Qualification.

Section 323A.1103 — Effect Of Failure To Qualify.

Section 323A.1104 — Activities Not Constituting Transacting Business.

Section 323A.1105 — Action By Attorney General.

Section 323A.1201 — Short Title.

Section 323A.1202 — Applicability.

Section 323A.1203 — Effect Of Designation.