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General partnerships in Poland

General partnerships in Poland

general partnership in Poland (SJ) is a type of business composed of several shareholders (partners). According to the Polish Commercial Code, the general partnership is defined as a partnership which is established under its own name and does not represent another commercial company. Moreover, each partner is liable for the obligations of the partnership without limitation of personal assets.

It is unacceptable to create a general partnership in Poland for any purpose other than the exercise of a professional service, as well as to perform some economic activities, such as production and trade, in addition to practicing a profession.

A SJ does not have legal personality, being considered an imperfect legal person and understood as an organizational unit without legal personality, based on a civil law relationship.

Incorporation procedure for a general partnership in Poland

For the formation of a general partnership in Poland, the formers are required to enter the company to KRS – National Court Register. Each partner has the right and obligation to report the company to the register. The registered partnership is entered into the National Court Register as an entrepreneur. All businessmen interested in starting a business in Poland as a general partnership, can receive professional legal assistance from our legal team.

The notification of a partnership in the NCR should include:

  • the company’s name, registered office and the address of the company;
  • objects of activity;
  • identification data about the founders, such as address, names, personal identification data;
  • information about the persons authorized to represent the company and the manner of representation;
  • submitted to the court or notarized signatures of the persons authorized to represent the company.

At the same time, there must be attached the proof of payment of the court fee and the fee for entry in the Court and Economic Monitor, in the amount of PLN 500.

Along with the application form, documentation mentioned above and proof of paid taxes, there must be also provided the agreement of the partnership (articles of association).

The general partnership in Poland is a type of Polish company which is formed at the moment of entry into the Register of Entrepreneurs of the National Court Register.

The application to the National Court Register under the conditions described is also available for the partners who have taken decisions to convert the partnership into a public company. The transformation requires a notification to the court registry by all the partners. Before that, the shareholders should adopt a civil partnership agreement which should contain running provisions.

For more details about this type of company, you can rely on our lawyer in Poland. They also offer other business related services, such as VAT registration in Poland or assistance in the EORI registration procedure. Our team can also help businessmen open bank accounts in Poland for their companies.

Requirements for general partnerships in Poland

One should know that both individuals and companies (legal entities or other types of organizations recognized by the law) can start a general partnership in Poland. Partnerships can also be formed between different kinds of entities, such as a person and a company.

The distribution of profits among partners in a general partnership can be decided through the partnership’s official agreement. If the agreement doesn’t specify, each partner is entitled to an equal share regardless of his/her contribution.

If the partnership is unable to meet its financial obligations, such as outstanding debts to creditors, the partners’ personal assets can be used to settle those debts. 

When a new partner joins a general partnership in Poland, he/she takes on the same rights and responsibilities as existing partners.  

If shareholders or partners in a general partnership encounter a dispute, we recommend reaching out to our team of experienced Polish lawyers for expert guidance and assistance in resolving the matter effectively.

The general partnership articles of association in Poland

The articles of association of a general partnership in Poland have to be ready in writing. Moreover, if one of the partner’s contributions to it is:

• A real estate, then the articles of association of a general partnership in Poland have to be drawn as a notarial deed;

• A business, then the articles of association have to be in a written form, including notarized signatures.

Our Polish lawyers can provide more information on these aspects.

The articles of association of a general partnership in Poland have to include the following:

• The name of the business and the registered office of the general partnership;

• The kind of contribution brought by every partner and its value;

• The corporate scope of the partnership;

• Duration of it, if applicable.

Actions needed to establish a general partnership in Poland

In order to establish a general partnership in Poland, the following actions need to be undertaken:

• The partners put together the articles of association, personally or through their representatives who have previously been assigned;

• The partnership is deferred to the competent registration court by one of the partners. After the partnership has been registered, an application has to be forwarded to the right tax office in connection with the supplementary information which has not been covered in the entry in the National Court Register. Our lawyers in Poland can offer more details on this matter;

• The registry court registers the partnership in the National Court Register;

• The partners can also submit the application electronically through an e-registration. 

Taxation on general partnerships in Poland

The income of the general partnership in Poland is taxed at the level of the individual partners. The partners are responsible for paying the applicable taxes, ensuring that there is no double taxation of the company’s income. They are subject to either Corporate Income Tax (CIT) if they are companies or Personal Income Tax (PIT) if they are natural persons. In the case of foreign partners, their income from the general partnership in Poland is taxed as a permanent establishment of a foreign entrepreneur. The tax rate is either 15% or 19% for partners who are CIT payers in their own country or 19% for partners who are PIT payers.

SJs have the option to register as a Value Added Tax (VAT) payer and are required to maintain tax records. 

For more information regarding taxes, please get in touch with our lawyers in Poland.

What are the differences between limited and general partnerships in Poland?

The main difference between a limited partnership and a general partnership in Poland lies in the types of partners involved. In a general partnership, all partners have the same responsibilities and liabilities. However, in a limited partnership, partners are divided into two groups: general partners and limited partners. Our attorneys in Poland can explain more differences between the two.  

General partners in a limited partnership have similar obligations as partners in a general partnership. They are personally responsible for all the company’s debts and liabilities, using their own assets to settle them.

Another difference between the two types of partnerships is the right of representation. In a limited partnership, only general partners have the authority to represent the partnership. Limited partners, can only act on behalf of the partnership, but do not have full representation rights.

If you are unsure which type of partnership you should establish, contact our law firm in Poland for guidance. 

If you are curious in learning more about general partnerships in Poland, here are a few interesting facts and statistics, according to the National Court Register:

  • In 2022, there were over 31,000 active general partnerships in the country;
  • The highest number of general partnerships in 2022 was established at the beginning of the year, with around 80 partnerships;
  • In 2021, the number of newly opened general partnerships was nearly doubled compared to 2020, with a total of 3,000 partnerships opened;
  • Only 61 general partnerships were in the process of liquidation in 2021 in Poland.

Contact our Polish lawyers for further information about the general partnership in Poland and benefit from specialized legal advice in any related issue.