/KA-ree on az KOH-OW-nerz uh BIZ-nis for PRAH-fit/·phrase
Also known as:carrying on as co-owners a business for profit · partnership definition · UPA partnership
Written by attorneys · grounded in primary & secondary sources — see below
An association of two or more persons who jointly own and operate an enterprise for profit. The standard turns on objective conduct showing shared ownership and management rather than subjective labels or formal documents.
Sources & Authorities
How it applies
Common Examples
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Clinic Lease and Shared Expenses
Cody Callahan and Cassandra Cooper sign a lease for medical office space in both names and pool funds to purchase examination tables and diagnostic tools. They divide all monthly operating costs and jointly select the clinic's name and advertising campaign. Their conduct satisfies the requirement to carry on as co-owners a business for profit even though they tell patients they are independent providers.
House Flipping with Joint Account
Craig Caldwell and Carmen Choi open a joint checking account requiring both signatures to buy, renovate, and resell distressed properties. They split net proceeds equally after each sale and immediately redeploy the funds into the next acquisition. The repeated cycle of shared financing and profit division meets the standard for carrying on as co-owners a business for profit despite each property being titled in one name only.
Select any source to read its text and confirm it supports the definition.
Uniform Acts
Restatements
Casebooks
Common questions
Frequently Asked
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Does sharing gross receipts alone establish that parties carry on as co-owners a business for profit?+
No. Sharing gross returns does not by itself satisfy the standard even when the parties have a joint interest in the property generating the returns. Courts distinguish gross receipts from net profits and require additional evidence of co-ownership such as shared control or net-profit division.
Supporting sources
Can parties avoid partnership status by labeling themselves independent contractors while carrying on as co-owners a business for profit?+
No. The standard focuses on objective conduct showing co-ownership and profit motive rather than self-descriptions or labels. When parties jointly lease space, pool capital, share expenses, and brand a single enterprise, their actions satisfy the definition regardless of contrary statements to customers.
Supporting sources
Does co-ownership of property plus receipt of income from its use automatically mean the owners carry on as co-owners a business for profit?+
No. Joint ownership of assets and receipt of royalty-style payments from a third party's operations do not satisfy the standard when the owners exercise no control over the business itself. The distinction between property co-ownership and business co-ownership prevents automatic partnership formation.
…no partnership is intended are not conclusive. If as a whole a contract contemplates an association of two or more persons to carry on as co-owners a business for profit a partnership there is. (Sec. 10.) On the other hand, if it be less than this no partnership exists. Passing on the contract as a whole, an arrangement for sharing profits is to be…
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