Homepage Uzupełnienia Civil law partnership

Civil law partnershipPrint

A civil law partnership is intended for conducting small-scale business activity. Such a partnership has no legal personality (what is legal personality?), which means that the liability for obligations of the partnership is borne jointly and severally by the partners (founders). A civil law partnership may be formed for small entrepreneurships, e.g. family entrepreneurships.

Who may form a civil law partnership?

At least 2 natural or legal persons or organizational units without legal personality who have legal capacity by virtue of legislation may form a civil law partnership (what is a natural person, legal person and organizational unit that is not a legal person?).

Procedures of civil law partnership formation

A civil law partnership is formed at the moment of concluding a partnership agreement. A partnership agreement has to specify the partners, their common economic objective and what activity they oblige themselves to undertake to meet it. In order to conclude such an agreement one does not have to be a registered entrepreneur, but in order to register such an agreement and start business activity, as a partner of a civil law partnership one should be a registered entrepreneur (the activity should be registered in the Central Registration and Information on Business (CEIDG) (what is the Central Registration and Information on Business (CEIDG)?). Furthermore, a civil law partnership agreement shall be registered in the tax office and the statistical office.

In order to register in CEIDG one should file an application to CEIDG via the Internet (https://prod.ceidg.gov.pl/ceidg.cms.engine/ ), in person or by registered mail on paper in the Municipal Office of the entrepreneur’s choice (addresses of these offices may be found at: http://www.instytucje.com.pl/urzedy_miast_i_gmin)

In case of registering the business activity via the Internet, one does not have to appear personally in any office. One files an application for an entry in CEIDG via an electronic form on the website of CEIDG and signs it with an electronic signature or by means of an ePUAP trusted profile (what is an ePUAP trusted profile?). The CEIDG computer system shall send confirmation of filing the application to the applicant at the indicated e-mail address and inform of any mistakes to be corrected.

In the case of persons filing an application in person at the Municipal Office, the authority shall certify the identity of the applicant and acknowledge receipt of the application. An application filed in person should be signed personally by the applicant. On the other hand, an application sent via registered mail should be signed personally and the signature must be certified by a notary.

A person filing an application has to provide in the application his citizenship and the number of a document proving identity (e.g. identity card, passport). A foreigner should also indicate what the basis for his stay in Poland is (e.g. residence permit).

Note: In case a specific legal status of the foreigner in Poland is required for business activity registration, the foreigner must also present for inspection the original (in case of an application filed with the Municipal Office) or a scanned picture (in case of an application filed electronically) of the document certifying that he holds a given legal title to reside in Poland (e.g. decision granting a residence permit).

The applications for entry in CEIDG are free of charge.

An application for entry in CEIDG is also an application for entry in the register of the Central Statistical Office (GUS), Social Insurance Institution (ZUS; payer of contributions) and the tax office (to receive a REGON number).

Once entered in the CEIDG, entrepreneurs should conclude a partnership agreement in writing. It does not have to be concluded before a notary. The agreement does not have to be in writing, as it only serves for evidentiary purposes in case of a dispute between parties. Generally, if an agreement was not signed in the course of court proceedings, one cannot invoke statements of witnesses or evidence from a hearing of the parties (so-called evidentiary limitation).

To form a civil law partnership there is no legally required minimum capital.

Taxes

Depending on who the partner is, the business activity of a civil law partnership is subject to PIT (personal income tax - in case a partnership is formed by natural persons or organizational units without legal personality) or CIT (corporate income tax, when a partnership is formed by legal persons).

Entrepreneurs’ obligations

Each partner shall be jointly and severally liable without limitation with his entire assets for the obligations of a partnership, which means that in case the business activity fails, potential enforcement against the entrepreneur may be directed towards all assets of the entrepreneur's personal property.

Categories of foreigners who may form a civil law partnership

Foreigners who have in Poland:

1) a permanent residence permit;

2) a long-term EU resident permit;

3) a temporary residence permit granted to a family member of a foreigner for the purpose of uniting with the family (who is considered to be the member of a foreigner’s family?);

4) a temporary residence permit granted on the basis of a long-term EU resident permit, by a Member State of the EU other than Poland, if such a person justifies his residence in Poland;

5) a temporary residence permit granted to a foreigner’s family member (who is considered to be a foreigner’s family member?) who holds a long-term EU resident permit granted by another state than Poland and who justifies his residence in Poland, provided that the family member resided with the foreigner on the territory of another EU Member State and would like to accompany him or unite with him in Poland;

6) a temporary residence permit granted for the purpose of taking up or continuing intramural university studies or intramural doctoral studies in Poland;

7) a temporary residence permit and is married to a Polish citizen residing on the territory of Poland;

Note: Spouses of Polish citizens have the right to conduct business activity based on the fact of concluding a marriage as long as the basis of their residence is a residence permit obtained based on that marriage.

8) refugee status;

9) supplementary protection;

10) a permit for tolerated stay;

11) enjoy temporary protection in Poland;

12) a valid Pole’s Card.

Note: in order to set up a civil law partnership one has to be an entrepreneur conducting business activity as a natural person.

Facebook