According to New York Partnership Law, a partnership is a voluntary, contractual association between two or more parties to carry out business for-profit as co-owners. Partnerships are composed of partners, who are agents of the partnership and may enter into contracts on behalf of the partnership.

An express agreement is not needed to form a partnership; partnerships are formed simply by persons associating themselves as co-owners to carry out business for profit. In other words, it does not matter if the parties never intended to become partners – courts will evaluate the formation of partnerships without considering the parties’ subjective intent.

Partnerships are often governed by the law of the state in which the partnership has its principal place of business.

Although the two are similar, a partnership is distinct from a joint venture. Generally, courts have differentiated partnerships as being formed for ongoing general business purposes, while joint ventures usually only relate to a single transaction (See Zacher v. Harrah's New Orleans Mgmt. Co.).

See also: 26 U.S. Code § 707 - Transactions Between Partner and Partnership26 CFR § 1.47-6 - Partnerships, and state corporation laws.

[Last updated in November of 2023 by the Wex Definitions Team]