Tennessee Code Annotated
Tenn. Code Ann. § 61-1-202 (2026)
Formation of partnership
✓ current as of May 2026
- (a) Except as otherwise provided in subsection (b), the association of two (2) or more persons to carry on as co-owners of 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:
- (A) Of a debt by installments or otherwise;
- (B) For services as an independent contractor or of wages or other compensation to an employee;
- (C) Of rent;
- (D) Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
- (E) 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
- (F) For the sale of the goodwill of a business or other property by installments or otherwise.
Acts 2001, ch. 353.
Notes of Decisions
Cited in 17
cases (8 in the last 5 years), 2003–2026 · leading case: Haney v. Copeland (In Re Copeland), 291 B.R. 740 (Bankr. E.D. Tenn. 2003).
Haney v. Copeland (In Re Copeland), 291 B.R. 740 (Bankr. E.D. Tenn. 2003). “In Tennessee, a partnership is “an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under § 61-1-202, predecessor law, or comparable law of another jurisdiction.”
Richard Swecker v. Steven Michael Swecker, &, Dinah Sluder, In Re: Est. of Joseph James Swecker, Steven Swecker v. Richard Allen Swecker, 360 S.W.3d 422 (Tenn. Ct. App. 2011). “Tenn. Code Ann. § 61-1-202 defines a “partnership” as “an association of two (2) or more persons to carry on as co-owners of a business for profit”.”
In Re Christenberry, 336 B.R. 353 (Bankr. E.D. Tenn. 2005). “A partnership is “an association of two (2) or more persons to carry on as co-owners of a business or other undertaking for profit formed under § 61-1-202, predecessor law, or comparable law of another jurisdiction.”
Granoff v. Steed (TV2) (E.D. Tenn. 2022). “” T.C.A. § 61-1-202(a) (2001). The Tennessee Supreme Court has explained the test for determining whether a partnership exists: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon…”
Jeff Finch v. Tina Raymer (Tenn. Ct. App. 2013). “11 Tennessee’s version of the Revised Uniform Partnership Act provides that “the association of two (2) or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership.”
Ashraf M. Saweres v. Royal Net Auto Sale, Inc. (Tenn. Ct. App. 2011). “On July 20, 2010, the court entered an Amended Order of Final Judgment in which the court found with regard to the purchase and sale of automobiles and the ownership and operation of the tow truck: that there was not a decision of the parties to carry on as co- owners, citing…”
Popularcategories.com, Inc. v. David Gerregano, Comm'r Of Revenue, State of Tennessee (Tenn. Ct. App. 2018). “See Tenn. Code Ann. § 61-1-202 (c)(3) (providing that a person who receives a share of profits should not be presumed to be a partner when the profits were received in payment “[o]f a debt by installments or otherwise” or “[f]or the sale of the goodwill of a business or other…”
William Runion, Jr. v. Dianna Lynn Mashburn Runion (2022). “See Tenn. Code Ann. § 61-1-202 (c)(3) (providing that while a person who receives a share of the profits is presumed to be a partner, this presumption is inapplicable if the person receives profits as a payment of, inter alia, wages or compensation as an employee).”
Atchison v. Hubbell Indus. Controls, Inc. (M.D. Tenn. 2025). “Compare Tenn. Code Ann. § 61-1-202 (c)(3) (“A person who receives a share of the profits of a business is presumed to be a partner in the business.”
CapitalPlus Constr. Servs., LLC v. Blucor Contracting, Inc. (E.D. Tenn. 2021). “2016) (citing Tenn. Code Ann. § 61-1-202 (a)). “[T]he existence of a partnership can be implied from the circumstances where it appears that the individuals involved have entered into a business relationship for profit, combining their property, labor, skill, experience, or…”
Lillie Williams, individually & on behalf of herself & other similarly situated current & former employees v. NVK (W.D. Tenn. 2026). “) See Tenn. Code Ann. § 61-1-202 (b) (“[T]he association of two (2) or more persons to carry on as co-owners of a business for profit forms a partnership, whether or not the persons intend to form a partnership.”
Messer Griesheim dba MG Indus. v. Cryotech (Tenn. Ct. App. 2003). “-11- The next issue we address is whether Messer presented evidence establishing a genuine issue of material fact as to whether Eastman and Cryotech were engaged in an implied partnership or joint venture. Messer asserts that, as a joint venturer with Cryotech, Eastman is…”
— Tenn. Code Ann. § 61-1-202(a) — 4 cases
Granoff v. Steed (TV2) (E.D. Tenn. 2022). “” T.C.A. § 61-1-202(a) (2001). The Tennessee Supreme Court has explained the test for determining whether a partnership exists: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon…”
Weeks v. Sands (W.D. Tenn. 2021).
Messer Griesheim dba MG Indus. v. Cryotech (Tenn. Ct. App. 2003). “-11- The next issue we address is whether Messer presented evidence establishing a genuine issue of material fact as to whether Eastman and Cryotech were engaged in an implied partnership or joint venture. Messer asserts that, as a joint venturer with Cryotech, Eastman is…”
Messer Griesheim dba MG Indus. v. Cryotech (Tenn. Ct. App. 2003).
— Tenn. Code Ann. § 61-1-202(b) — 1 case
Granoff v. Steed (TV2) (E.D. Tenn. 2022). “” T.C.A. § 61-1-202(a) (2001). The Tennessee Supreme Court has explained the test for determining whether a partnership exists: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon…”
— Tenn. Code Ann. § 61-1-202(b)(2) — 2 cases
Messer Griesheim dba MG Indus. v. Cryotech (Tenn. Ct. App. 2003). “-11- The next issue we address is whether Messer presented evidence establishing a genuine issue of material fact as to whether Eastman and Cryotech were engaged in an implied partnership or joint venture. Messer asserts that, as a joint venturer with Cryotech, Eastman is…”
Messer Griesheim dba MG Indus. v. Cryotech (Tenn. Ct. App. 2003).
— Tenn. Code Ann. § 61-1-202(c)(2) — 1 case
Atchison v. Hubbell Indus. Controls, Inc. (M.D. Tenn. 2025). “Compare Tenn. Code Ann. § 61-1-202 (c)(3) (“A person who receives a share of the profits of a business is presumed to be a partner in the business.”
— Tenn. Code Ann. § 61-1-202(c)(3) — 1 case
Granoff v. Steed (TV2) (E.D. Tenn. 2022). “” T.C.A. § 61-1-202(a) (2001). The Tennessee Supreme Court has explained the test for determining whether a partnership exists: In determining whether one is a partner, no one fact or circumstance may be pointed to as a conclusive test, but each case must be decided upon…”
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