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Registered partnershipPrint

A registered partnership is intended for doing business on a larger scale than, for example, a civil law partnership.

A registered partnership has no legal personality - (what is legal personality?) which, among others, means that partners of the registered partnership bear subsidiary liability for the obligations of the partnership. Subsidiary liability means that a registered partnership is first liable for the obligations, and subsequently, if it is not possible to settle the obligations towards a creditor from its assets, the partners of the registered partnership shall be liable for those obligations.

Who may form a registered 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 registered partnership formation

In order to form a registered partnership one should sign a partnership agreement, which must be in written form. The agreement does not have to be drafted in the form of a notarial deed. After an agreement is concluded, the partnership should be registered in the National Court Register (KRS) (What is the National Court Register?).

A KRS application should be filed with the regional court having jurisdiction for the registered seat of the entity which the entry concerns.

An application for entry of the registered partnership in the register must be filed on an official form KRS-W1, which must be properly and legibly filled in, pursuant to the partnership agreement. Other forms shall also be attached to the application:

- KRS-WB specifying personal details of the partners,

- KRS-WM classifying the activities of the partnership and

- KRS-WK indicating partners entitled to represent the partnership.

Along with the above-mentioned forms one should present to the court a copy of the registered partnership agreement (original), first and last names of the partners, business name of the partnership and addresses of the partners or their service addresses as well as officially certified (by a notary) specimen signatures of persons entitled to represent the partnership.

The court fee for entry into the register amounts to PLN 500.

The registered partnership shall be formed upon its entry into the register of entrepreneurs of the National Court Register.

Formation of the partnership does not require any minimum initial capital specified by law.

Taxes

Depending on who the partner is, the business activity of the partnership is subject to PIT (personal income tax) or CIT (corporate income tax).

Obligations of the entrepreneurs

Each partner shall be liable for the obligations of the partnership without limitations with his entire assets jointly and severally with other partners and with the partnership (subsidiarily). This means that in the case of a debt, the creditor may institute legal action at his choice:

- against all debtors jointly

- against some of them

- against each of them

Satisfaction of a creditor by at least one of the co-debtors exempts the others. The debtor who has met the obligation may demand from the other debtors to reimburse the part of the obligation owed by them.

Categories of foreigners who may form a registered 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.

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