Giving clear expression to the entity nature of a partnership is intended to allay previous concerns stemming from the aggregate theory, such as the necessity of a deed to convey title from the "old" partnership to the "new" partnership every time there is a change of cast among the partners. Under RUPA, there is no "new" partnership just because of membership changes. That will avoid the result in cases such as Fairway Development Co. v. Title Insurance Co., 621 F. Supp. 120 (N.D. Ohio 1985), which held that the "new" partnership resulting from a partner's death did not have standing to enforce a title insurance policy issued to the "old" partnership.

Subsection (b) makes clear that the explicit entity theory provided by subsection (a) applies to a partnership both before and after it files a statement of qualification to become a limited liability partnership. Thus, just as there is no "new" partnership resulting from membership changes, the filing of a statement of qualification does not create a "new" partnership. The filing partnership continues to be the same partnership entity that existed before the filing. Similarly, the amendment or cancellation of a statement of qualification under Section 105(d) or the revocation of a statement of qualification under Section 1003(c) does not terminate the partnership and create a "new" partnership. See Section 1003(d). Accordingly, a partnership remains the same entity regardless of a filing, cancellation, or revocation of a statement of qualification.

§1022.__Formation of partnership

1.__Formation of partnership.__Except as otherwise provided in subsection 2, the association of 2 or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

2.__Not partnership.__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.

3.__Determination of formation; rules.__In determining whether a partnership is formed, the following rules apply.

A.__Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part