Partnership – a voluntary association of two or more persons who jointly own and carry on a business for profit as co-owners

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1. A voluntary association of two or more persons who jointly own and carry on a business for profit.  *  Under the Uniform Partnership Act, a partnership is presumed to exist if the persons agree to share proportionally the business’s profits or losses. 

1. An under. taking of two or more persons to carry on, as co-owners, a business or other enterprise for profit; an agreement between or among two or more persons to put their money, labor, and skill into commerce or business, and to divide the profit in agreed-upon proportions. Partnerships may be formed by entities as well as individuals; a corporation, for EXAMPLE, may be a partner.
See coownership.

For federal income tax purposes, a partnership is a for profit enterprise (including a syndicate, group, pool, or joint venture) that is not a corporation.
See articles of partnership; dissolution of partnership; equity of partners; general partnership; limited partnership; liquidation of partnership; secret partnership; special partner
ship; universal partnership. [2]

1. An association of two or more persons to carry on as co-owners a business for profit. Uniform Partnership Act § 6. A combination, effected by two or more persons, of capital or personal services for the purpose of conducting a business for their common benefit. The contract of two or more competent persons to place their money, effects, labor, and skill, or some or all of them, in lawful commerce or business, and to divide the profit and bear the loss in certain proportions.  40 Am J1st Partn § 2.

But, strictly speaking, a relation or status rather than a contract.  Spaulding v Stubbings, 86 Wis 255, 56 NW 469.

A distinct legal entity accord ing to some authority; a legal entity for some purposes only, according to other authority.  40 Am J1st Partn § 18.

For federal income tax purposes, inclusive of a syndicate, group, pool, join venture, through or by means of which any business, financial operation, or venture is carried on, and which is not a corporation, an association taxable as a corporation, or a trust or estate.  Internal Revenue Code § 761.
See general partnershiplimited partnershipostensible partnerquasi partnersilent partner. [3]

     Excerpt from Joseph Story’s Commentaries on the Law of Partnership (John C. Gray Jr. ed., 6th ed. 1868):

     “Partnership, often called copartnership, is usually defined to be a voluntary contract between two or more competent persons to place their money, effects, labor, and skill, or some or all of them, in lawful commerce or business, with the understanding, that there shall be a communion of the profits thereof between them.
     Pufendorf has given a definition substantially the same. ‘Contractus societatis est, qua duo pluresve inter se pecuniam, res, aut operas conferunt, eo fine, ut quod inde redit lucri inter singulos pro rata dividatur.’
     Potheir says, that partnership is a contract whereby two or more persons put, or contract to put, something in common to make a lawful profit in common, and reciprocally engage with each other to render an account thereof: or, as he has expressed it in another place, ‘Societas est contractus de conferendis bona fide rebus aut operis, animo lucri quod honestum sit ac licitum in commune faciendi.’
     Domat says, that partnership is a contract between two or more persons, by which they join in common either their whole substance or a part of it, or unite in carrying on some commerce, or some work, or some other business, that they may share among them all the profit or loss, which they may have by the joint stock, which they have put into partnership.
     Vinnius says: ‘Societas est contractus, quo inter aliquos res aut operae communicantur, lucri in commune faciendi gratita.’ 
     The Civil Code of France defines it thus: ‘Partnership is a contract, by which two or more persons agree to put something in common, with a view of dividing the benefit which may result from it.’ 
     Language nearly equivalent has been adopted by many other foreign writers. [4]

Related Terms:


partnership agreement:

1. The agreement signed by the members of a partnership that governs their relationship as partners.  It is sometimes referred to as articles of partnership.

partnership assets:

1. All assets belonging to the partnership, as opposed to the personal assets of the partners. 

partnership association:

1. A business organization that is a type of artificial person standing halfway between a limited partnership and a corporation.  Unlike a general partnership, its members have limited liability for the obligations of the partnership.
     Also see professional corporation. [2]


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[1] Black’s Law Dictionary Deluxe Tenth Edition by Henry Campbell Black & Editor in Chief Bryan A. Garner. ISBN: 978-0-314-62130-6

[2]: Ballantine’s Law Dictionary Legal Assistant Edition by Jack Ballantine (James Arthur 1871-1949).  Doctored by Jack G. Handler, J.D. © 1994 Delmar by Thomson Learning.  ISBN 0-8273-4874-6.

[3]: Ballantine’s Law Dictionary with Pronunciations
Third Edition
 by James A. Ballantine (James Arthur 1871-1949).  Edited by William S. Anderson.  © 1969 by THE LAWYER’S CO-OPERATIVE PUBLISHING COMPANY.  Library of Congress Catalog Card No. 68-30931

[4]: Joseph Story, Commentaries on the Law of Partnership § 2, at 4-5 (John C. Gray Jr. ed., 6th ed. 1868).


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