Professional Partnership

General Information

A professional partnership (in Polish: spólka partnerska) is a partnership formed for the purpose of practising a liberal profession such as architect, insurance broker, accountant, physician, property expert, etc. (article 88 of the Polish code of commercial partnerships and companies).

A partner is not liable for obligations of the partnership resulting from pursuing a liberal profession by the remaining partners or resulting from actions of partnership's employees taken under another partner's supervision. A partnership deed may provide that one or more partners bear such liability as a partner of a registered partnership.

Professional partnership is not a legal person, but can, in its own name, acquire rights, contract obligations, sue and be sued.

The provisions on registered partnership applies accordingly to professional partnership, unless Polish code of commercial partnerships and companies provides otherwise.

Incorporation

Professional partnership may be established by at least two natural persons authorized to practice liberal profession specified in article 88 of the Polish code of commercial partnerships and companies.

A partnership deed must be performed in writing. An application for registration of the professional partnership shall be accompanied by documents confirming the authorization of each partner to practice the liberal profession. Professional partnership come into existence upon entry into the commercial register.

Capitalisation and Financing

Professional partnership has its own assets, which consists of property contributed to or acquired by the partnership during its existence. Contributions made by each partner and their values are determined by the partnership deed. None of partners is exempt from obligation to make a contribution. There are, however, different objects of contributions, including contribution in cash, contribution in-kind or performance of work or services. According to the code of commercial partnerships and companies there is no minimal value of the initial capital of professional partnership.

Board Structure

Professional partnership may either entrust the management of the affairs of the partnership and right to represent the partnership in court and out-of-court actions to the management board or apply the system applicable to registered partnership.

In professional partnerships with no management board the partnership deed or a resolution may provide that a partner is deprived of the right to represent the partnership. Names of partners who does not have a right to represent the partnership shall be reported to the registration court.

Annual Costs

Annual Costs of operating a business vary depending on size and object of partnership. They may include legal and accounting services as well as costs of licenses and permits. In some types of businesses possession of civil liability insurance is mandatory.

Corporation Taxation and Financial Reporting

The main advantage of all types of partnerships in Poland is the income tax system. A partnership is not taxable as a separate entity, only partners are obliged to pay tax on income derived from partnership.

In Polish personal income tax system progressive tax is a general rule. However, every individual conducting economic activity may choose to pay proportional tax (flat tax) at a rate of 19%.

According to article 2 of the accounting act, professional partnership is obliged to maintain books of account. However, professional partnership which only partners are natural persons and its annual net revenue does not exceed the equivalent in PLN of 1.200.000,00 EUR, can maintain simple revenue and cost register.

Employee Participation in Corporate Bodies

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