{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.88.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.88.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.88.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.88.html"}],"law_id":75229,"edition_id":1,"section_id":75229,"structure_id":15886,"section_number":"50-73.88","catch_line":"Formation of partnership","history":"1996, c. 292; 2015, c. 616.","full_text":"A\n\nExcept 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\n\nAn 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\n\nIn determining whether a partnership is formed, the following rules apply:1\n\nJoint 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\n\nThe 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\n\nA 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:\n\t\t\t\ta. Of a debt by installments or otherwise;\n\t\t\t\tb. For services as an independent contractor or of wages or other compensation to an employee;\n\t\t\t\tc. Of rent;\n\t\t\t\td. Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;\n\t\t\t\te. 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\n\t\t\t\tf. For the sale of the goodwill of a business or other property by installments or otherwise.D\n\nEach person to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner and may receive a partnership interest in the partnership without making a contribution or being obligated to make a contribution to the partnership. Each person to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner without acquiring a transferable interest in the partnership. Nothing contained in this subsection shall affect a partner’s liability under § 50-73.96.","order_by":null,"text":{"0":{"id":270150,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":270151,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":270152,"text":"In determining whether a partnership is formed, the following rules apply:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":270153,"text":"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.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":270154,"text":"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.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":270155,"text":"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:\n\t\t\t\ta. Of a debt by installments or otherwise;\n\t\t\t\tb. For services as an independent contractor or of wages or other compensation to an employee;\n\t\t\t\tc. Of rent;\n\t\t\t\td. Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;\n\t\t\t\te. 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\n\t\t\t\tf. For the sale of the goodwill of a business or other property by installments or otherwise.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"6":{"id":270156,"text":"Each person to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner and may receive a partnership interest in the partnership without making a contribution or being obligated to make a contribution to the partnership. Each person to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner without acquiring a transferable interest in the partnership. Nothing contained in this subsection shall affect a partner’s liability under § 50-73.96.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3"}},"ancestry":[{"id":15886,"edition_id":1,"name":"Nature of Partnership","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12958,"metadata":{},"date_created":"2026-06-26 04:01:13","date_modified":"2026-06-26 04:01:13","permalink":{"id":234757,"object_type":"structure","relational_id":15886,"identifier":"2","token":"50\/2.2\/2","url":"\/50\/2.2\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12958,"edition_id":1,"name":"Virginia Uniform Partnership Act","identifier":"2.2","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234691,"object_type":"structure","relational_id":12958,"identifier":"2.2","token":"50\/2.2","url":"\/50\/2.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":85985,"structure_id":15886,"section_number":"50-73.87","catch_line":"Partnership as entity","url":"\/50-73.87\/","token":"50\/2.2\/2\/50-73.87","metadata":false},{"id":75229,"structure_id":15886,"section_number":"50-73.88","catch_line":"Formation of partnership","url":"\/50-73.88\/","token":"50\/2.2\/2\/50-73.88","metadata":false},{"id":63801,"structure_id":15886,"section_number":"50-73.89","catch_line":"Partnership property","url":"\/50-73.89\/","token":"50\/2.2\/2\/50-73.89","metadata":false},{"id":61462,"structure_id":15886,"section_number":"50-73.90","catch_line":"When property is partnership property","url":"\/50-73.90\/","token":"50\/2.2\/2\/50-73.90","metadata":false}],"previous_section":{"id":85985,"structure_id":15886,"section_number":"50-73.87","catch_line":"Partnership as entity","url":"\/50-73.87\/","token":"50\/2.2\/2\/50-73.87","metadata":false},"next_section":{"id":63801,"structure_id":15886,"section_number":"50-73.89","catch_line":"Partnership property","url":"\/50-73.89\/","token":"50\/2.2\/2\/50-73.89","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.88\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapter 292<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2015, chapter 616<\/a>.<\/p>","references":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"},{"id":79485,"section_number":"13.1-1264","catch_line":"Definitions","order_by":null,"url":"\/13.1-1264\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":65210,"section_number":"13.1-803","catch_line":"Definitions","order_by":null,"url":"\/13.1-803\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":76467,"section_number":"50-73.79","catch_line":"Definitions","order_by":null,"url":"\/50-73.79\/"},{"id":54051,"section_number":"50-73.83","catch_line":"Execution, filing, and recording of statements; effective time and date; refunds; penalty","order_by":null,"url":"\/50-73.83\/"}],"refers_to":[{"id":78386,"section_number":"50-73.96","catch_line":"Partner's liability","order_by":null,"url":"\/50-73.96\/"}],"permalink":{"id":234763,"object_type":"law","relational_id":75229,"identifier":"50-73.88","token":"50\/2.2\/2\/50-73.88","url":"\/50-73.88\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.88\/","token":"50\/2.2\/2\/50-73.88","dublin_core":{"Title":"Formation of partnership","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.88","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as otherwise provided in subsection B, the association of two or more persons<\/span> to carry on as co-owners a business<\/span> for profit forms a partnership<\/span>, whether or not the persons<\/span> intend to form a partnership<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> An association formed under a statute<\/span> other than this chapter, a predecessor statute<\/span>, or a comparable statute<\/span> of another jurisdiction<\/span> is not a partnership<\/span> under this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In determining whether a partnership<\/span> is formed, the following rules apply: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Joint tenancy, tenancy in common, tenancy by the entireties, joint property<\/span>, common property<\/span>, or part ownership does not by itself establish a partnership<\/span>, even if the co-owners share profits made by the use of the property<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The sharing of gross returns does not by itself establish a partnership<\/span>, even if the persons<\/span> sharing them have a joint or common right or interest in property<\/span> from which the returns are derived. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A person<\/span> who receives a share of the profits of a business<\/span> is presumed to be a partner in the business<\/span>, unless the profits were received in payment:\n\t\t\t\ta. Of a debt by installments or otherwise;\n\t\t\t\tb. For services as an independent contractor or of wages or other compensation to an employee;\n\t\t\t\tc. Of rent;\n\t\t\t\td. Of an annuity or other retirement benefit to a beneficiary, representative, or designee of a deceased or retired partner;\n\t\t\t\te. Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business<\/span>, including a direct or indirect present or future ownership of the collateral<\/span>, or rights to income, proceeds, or increase in value derived from the collateral<\/span>; or\n\t\t\t\tf. For the sale of the goodwill of a business<\/span> or other property<\/span> by installments or otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Each person<\/span> to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner and may receive a partnership interest<\/span> in the partnership without making a contribution or being obligated to make a contribution to the partnership. Each person<\/span> to be admitted as a partner to a partnership formed under subsection A may be admitted as a partner without acquiring a transferable interest in the partnership. Nothing contained in this subsection shall affect a partner’s liability under § 50-73.96<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFORMATION OF PARTNERSHIP (\u00a7 50-73.88)\n\nA. Except as otherwise provided in subsection B, the association of two or more\npersons to carry on as co-owners a business for profit forms a partnership,\nwhether or not the persons intend to form a partnership.\n\nB. An association formed under a statute other than this chapter, a predecessor\nstatute, or a comparable statute of another jurisdiction is not a partnership\nunder this chapter.\n\nC. In determining whether a partnership is formed, the following rules apply:\n\n 1. Joint tenancy, tenancy in common, tenancy by the entireties, joint\n property, common property, or part ownership does not by itself establish a\n partnership, even if the co-owners share profits made by the use of the\n property.\n\n 2. The sharing of gross returns does not by itself establish a partnership,\n even if the persons sharing them have a joint or common right or interest in\n property from which the returns are derived.\n\n 3. A person who receives a share of the profits of a business is presumed to\n be a partner in the business, unless the profits were received in payment:\n \t\t\t\ta. Of a debt by installments or otherwise;\n \t\t\t\tb. For services as an independent contractor or of wages or other\n compensation to an employee;\n \t\t\t\tc. Of rent;\n \t\t\t\td. Of an annuity or other retirement benefit to a beneficiary,\n representative, or designee of a deceased or retired partner;\n \t\t\t\te. Of interest or other charge on a loan, even if the amount of payment\n varies with the profits of the business, including a direct or indirect\n present or future ownership of the collateral, or rights to income, proceeds,\n or increase in value derived from the collateral; or\n \t\t\t\tf. For the sale of the goodwill of a business or other property by\n installments or otherwise.\n\nD. Each person to be admitted as a partner to a partnership formed under\nsubsection A may be admitted as a partner and may receive a partnership interest\nin the partnership without making a contribution or being obligated to make a\ncontribution to the partnership. Each person to be admitted as a partner to a\npartnership formed under subsection A may be admitted as a partner without\nacquiring a transferable interest in the partnership. Nothing contained in this\nsubsection shall affect a partner’s liability under § 50-73.96.\n\nHISTORY: 1996, c. 292; 2015, c. 616.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}