Texas Codes

Tex. Bus. Orgs. Code § 152.052 (2026)

Rules For Determining If Partnership Is Created

✓ current as of May 2026
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Sec. 152.052. RULES FOR DETERMINING IF PARTNERSHIP IS CREATED. (a) Factors indicating that persons have created a partnership include the persons':

(1) receipt or right to receive a share of profits of the business;

(2) expression of an intent to be partners in the business;

(3) participation or right to participate in control of the business;

(4) agreement to share or sharing:

(A) losses of the business; or

(B) liability for claims by third parties against the business; and

(5) agreement to contribute or contributing money or property to the business.

(b) One of the following circumstances, by itself, does not indicate that a person is a partner in the business:

(1) the receipt or right to receive a share of profits as payment:

(A) of a debt, including repayment by installments;

(B) of wages or other compensation to an employee or independent contractor;

(C) of rent;

(D) to a former partner, surviving spouse or representative of a deceased or disabled partner, or transferee of a partnership interest;

(E) of interest or other charge on a loan, regardless of whether the amount varies with the profits of the business, including a direct or indirect present or future ownership interest in collateral or rights to income, proceeds, or increase in value derived from collateral; or

(F) of consideration for the sale of a business or other property, including payment by installments;

(2) co-ownership of property, regardless of whether the co-ownership:

(A) is a joint tenancy, tenancy in common, tenancy by the entirety, joint property, community property, or part ownership; or

(B) is combined with sharing of profits from the property;

(3) the right to share or sharing gross returns or revenues, regardless of whether the persons sharing the gross returns or revenues have a common or joint interest in the property from which the returns or revenues are derived; or

(4) ownership of mineral property under a joint operating agreement.

(c) An agreement by the owners of a business to share losses is not necessary to create a partnership.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions
Cited in 45 cases (13 in the last 5 years), 2009–2026 · leading case: Metroplexcore, LLC v. Parsons Transp., Inc., 743 F.3d 964 (5th Cir. 2014).
Metroplexcore, LLC v. Parsons Transp., Inc., 743 F.3d 964 (5th Cir. 2014). · cites it 5× “3d at 913 ; see Tex. Bus. ORG.Code § 152.052(a)(3). It pointed to evidence that it had a “management role” in the operation, but the evidence shows that for Phase I, Metroplex-Core would manage certain aspects of the project; the record does not contain evidence that…”
Ingram v. Deere, 288 S.W.3d 886 (Tex. 2009). · cites it 2× “Compare TEX. BUS. ORGS.CODE § 152.052, with TEX.REV.”
Westside Wrecker Serv., Inc. v. Patricia Davis Skafi D/B/A Master Auto Body Shop & D/B/A North Loop Towing & Dwight Cannon D/B/A D.C. Wrecker, 361 S.W.3d 153 (Tex. App. 2011). · cites it 3× “2009); see also Tex. Bus. Org.Code Ann. § 152.052(a) (West 2010) (identifying same factors for creation of a partnership).”
Phap v. Nguyen, Andy Ngo & Dung T. Vu v. Manh Hoang & Dung Le, 507 S.W.3d 360 (Tex. App. 2016). · cites it 2× “Tex. Bus. Orgs. Code Ann. § 152.052 (a) (West 2012); Ingram, 288 S.”
Eagle TX I SPE, L.L.C. v. Sharif & Munir Enter., Inc., 602 F. App'x 576 (5th Cir. 2015). · cites it 3× “The district court applied Texas partnership law, which, under Tex. Bus. Orgs. Code Ann. § 152.052 , primarily looks to *579 five non-exclusive factors which might “indicate] that persons have created a partnership”: (1) receipt or right to receive a share of profits of the…”
Garcia v. Lucero, 366 S.W.3d 275 (Tex. App. 2012). · cites it 2× “See Tex. Bus. ORGS. Code Ann. § 152.052 (a) (West Supp.”
Douglas Moran, Royal Bodkin, LLC & Woolworth Interests, LLC v. Richard Williamson D/B/A Williamson Realty, 498 S.W.3d 85 (Tex. App. 2016). “See Tex. Bus. Orgs.Code ANN. § 152.052(a) (Vernon 2012); Sewing v.”
Edward Malone v. Firdosh Patel, 397 S.W.3d 658 (Tex. App. 2012). “Compare Tex. Bus. Orgs.Code Ann. § 152.052(a)(Vernon 2012), with Tex.”
La Familia Cosmovision, Inc. v. the Inspiration Networks, 2014 NCBC 51 (N.C. Bus. Ct. 2014). “" Tex. Bus. Orgs. Code § 152.052; see also Tex.”
Advanced Nano Coatings, Inc. v. Joseph Hana, 478 F. App'x 838 (5th Cir. 2012). “Tex. Bus. Orgs.Code § 152.052(a). 2 With respect to the first of the above-quoted five factors, in his deposition, Hugh Scott testified that Hanafin had a twenty-five percent interest in the IAG partnership, which indicates that Hanafin had a right to receive a share of IAG’s…”
Chapman Custom Homes, Inc. & Michael B. Duncan v. Dallas Plumbing Co., 446 S.W.3d 29 (Tex. App. 2013). “Tex. Bus. Org.Code Ann. § 152.052(b)(1)(B) (West 2012).”
Cavu/Rock Props. Proj. I, LLC v. Gold Star Constr., Inc. (In re Cavu/Rock Props. Proj. I, LLC), 516 B.R. 414 (Bankr. W.D. Tex. 2014). · cites it 2× “Tex. Bus. Orgs. Code Ann. § 152.052 (b)(1)(B) (West 2011).”
— Tex. Bus. Orgs. Code § 152.052(5) — 1 case
— Tex. Bus. Orgs. Code § 152.052(a) — 19 cases
Westside Wrecker Serv., Inc. v. Patricia Davis Skafi D/B/A Master Auto Body Shop & D/B/A North Loop Towing & Dwight Cannon D/B/A D.C. Wrecker, 361 S.W.3d 153 (Tex. App. 2011). “2009); see also Tex. Bus. Org.Code Ann. § 152.052(a) (West 2010) (identifying same factors for creation of a partnership).”
Douglas Moran, Royal Bodkin, LLC & Woolworth Interests, LLC v. Richard Williamson D/B/A Williamson Realty, 498 S.W.3d 85 (Tex. App. 2016). “See Tex. Bus. Orgs.Code ANN. § 152.052(a) (Vernon 2012); Sewing v.”
Edward Malone v. Firdosh Patel, 397 S.W.3d 658 (Tex. App. 2012). “Compare Tex. Bus. Orgs.Code Ann. § 152.052(a)(Vernon 2012), with Tex.”
Garcia v. Lucero, 366 S.W.3d 275 (Tex. App. 2012). “See Tex. Bus. ORGS. Code Ann. § 152.052 (a) (West Supp.”
Advanced Nano Coatings, Inc. v. Joseph Hana, 478 F. App'x 838 (5th Cir. 2012). “Tex. Bus. Orgs.Code § 152.052(a). 2 With respect to the first of the above-quoted five factors, in his deposition, Hugh Scott testified that Hanafin had a twenty-five percent interest in the IAG partnership, which indicates that Hanafin had a right to receive a share of IAG’s…”
— Tex. Bus. Orgs. Code § 152.052(a)(1) — 3 cases
Chase v. Hodge (W.D. Tex. 2023).
— Tex. Bus. Orgs. Code § 152.052(a)(2) — 2 cases
— Tex. Bus. Orgs. Code § 152.052(a)(3) — 2 cases
Metroplexcore, LLC v. Parsons Transp., Inc., 743 F.3d 964 (5th Cir. 2014). “3d at 913 ; see Tex. Bus. ORG.Code § 152.052(a)(3). It pointed to evidence that it had a “management role” in the operation, but the evidence shows that for Phase I, Metroplex-Core would manage certain aspects of the project; the record does not contain evidence that…”
In re Springwoods Jt. Venture, 551 B.R. 283 (Bankr. S.D. Tex. 2016).
— Tex. Bus. Orgs. Code § 152.052(a)(4)(B) — 1 case
Metroplexcore, LLC v. Parsons Transp., Inc., 743 F.3d 964 (5th Cir. 2014). “3d at 913 ; see Tex. Bus. ORG.Code § 152.052(a)(3). It pointed to evidence that it had a “management role” in the operation, but the evidence shows that for Phase I, Metroplex-Core would manage certain aspects of the project; the record does not contain evidence that…”
— Tex. Bus. Orgs. Code § 152.052(a)(5) — 1 case
Chase v. Hodge (W.D. Tex. 2023).
— Tex. Bus. Orgs. Code § 152.052(b) — 4 cases
Metroplexcore, LLC v. Parsons Transp., Inc., 743 F.3d 964 (5th Cir. 2014). “3d at 913 ; see Tex. Bus. ORG.Code § 152.052(a)(3). It pointed to evidence that it had a “management role” in the operation, but the evidence shows that for Phase I, Metroplex-Core would manage certain aspects of the project; the record does not contain evidence that…”
Westside Wrecker Serv., Inc. v. Patricia Davis Skafi D/B/A Master Auto Body Shop & D/B/A North Loop Towing & Dwight Cannon D/B/A D.C. Wrecker, 361 S.W.3d 153 (Tex. App. 2011). “2009); see also Tex. Bus. Org.Code Ann. § 152.052(a) (West 2010) (identifying same factors for creation of a partnership).”
Bodine v. First Co (N.D. Tex. 2021).
Peykoff v. Cawley (5th Cir. 2025).
— Tex. Bus. Orgs. Code § 152.052(b)(1) — 1 case
— Tex. Bus. Orgs. Code § 152.052(b)(1)(B) — 1 case
Chapman Custom Homes, Inc. & Michael B. Duncan v. Dallas Plumbing Co., 446 S.W.3d 29 (Tex. App. 2013). “Tex. Bus. Org.Code Ann. § 152.052(b)(1)(B) (West 2012).”
— Tex. Bus. Orgs. Code § 152.052(b)(2) — 1 case
— Tex. Bus. Orgs. Code § 152.052(b)(2)(B) — 2 cases
— Tex. Bus. Orgs. Code § 152.052(b)(3) — 1 case
In re Springwoods Jt. Venture, 551 B.R. 283 (Bankr. S.D. Tex. 2016).
— Tex. Bus. Orgs. Code § 152.052(b)(4) — 1 case
— Tex. Bus. Orgs. Code § 152.052(c) — 4 cases
Metroplexcore, LLC v. Parsons Transp., Inc., 743 F.3d 964 (5th Cir. 2014). “3d at 913 ; see Tex. Bus. ORG.Code § 152.052(a)(3). It pointed to evidence that it had a “management role” in the operation, but the evidence shows that for Phase I, Metroplex-Core would manage certain aspects of the project; the record does not contain evidence that…”
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