Registered partnership incorporation in Poland
Since enactment of new Polish Commercial Companies Code in 2000 Registered Partnership became one of the most popular form to running small and mid-size business. Registered Partnership is considered as an ancestor of more formalized Business Partnership.
Essence:
In a Registered Partnership, you and your business partner (or partners) are personally liable for the obligations of the partnership in the event that it becomes insolvent. You can share all your business’ profits between the partners. Each partner pays taxes on their share of the profits.
Registered Partnership has a “legal capacity” separate from the partners (unlike a civil partnership, which is not a legal entity at all). This means that, unlike a civil partnership, a general partnership is subject to rights and obligations that it can acquire and incur on its behalf.
Partnership of Foreigners:
Citizens of EU and EEA countries, as well as citizens of the US and Switzerland, can conduct business in this form in Poland. Citizens of other countries, as a rule, cannot conduct business in this form.
Running such a company is made possible by having the appropriate residence title in Poland, or if provided for by an agreement between Poland and the foreigner’s country of origin.
Assets of the partnership:
In the Articles of association partners shall contribute towards the partnership in order to build up its assets. The partnership’s assets are all the contributions made by the partners or other things that the partnership has acquired during its existence.
In terms of assets, Registered Partnership is very flexible. First of all there is no specific minimum assets that a partnership must have. Besides each partner may contribute to the partnership ownership of movable or immovable properties, other rights or even his own work or services.
Representation:
Each partner is authorized to represent the partnership.
Liability:
The partners bear joint, several and unlimited liability for the partnership’s liabilities. Nevertheless before partners are held liable for the partnership’s liabilities enforcement of debts towards the company must be proved as ineffective.
Taxes:
Each partner pays tax on their share of the profits.
Registered Partnerships, after a change in the law, may also be subject to CIT status in certain cases – at least if at least one partner is not an individual, which may not be beneficial, as the profit distributed will be subject to double taxation.
Steps necessary to establish Business Partnership:
- Drafting and signing Articles of Association in written form by all the partners.
- Registration of the Partnership at the Company Register (KRS).
Alternatively, it is also possible to draft and sign Articles of Association through the S24 online system. However, this requires a Trusted Profile or qualified electronic signature, and, of course, an account on the said platform. This system automatically generates an application for company registration, making it possible to handle both matters in a one-stop shop.
As a result you of above steps you would get:
- The company will be registered in the Company House (KRS) and will get it KRS no.
- The company will get tax identification no. (NIP).
- The company will get its own statistical no. (REGON).
- The company would be registered in Social Security Agency (ZUS).
Note that despite registration with ZUS, the company is still obliged to report potential employees – this does not happen automatically, as in the case of the above.
Contact our partnership registration lawyers
Please address your enquiries to: [email protected], we will do our best to answer to you e-mail within 24 hours.
