Characteristics of a civil partnership, who is responsible for the partnership's obligations, what are the accounting and tax matters?
If you want to do business with a partner, the simplest form is a civil law partnership. The advantage of this form of activity is, among others, low cost of establishment or the possibility of simplified accounting. Remember, however, that a civil law partnership is different from other types of partnerships in many places.
Characteristics of a civil law partnership
A civil law partnership is not a "partnership" within the meaning of the commercial law. Outside, i.e. in relation to contractors and customers, a civil law partnership does not have legal personality, which means that the subject of all rights and obligations are the partners of the partnership.
It is a joint undertaking of a group of entities. It can be several natural persons, several legal persons ( partnerships ) or a combination of the two. By the articles of association, the partners undertake to pursue a common economic goal by acting in a specified manner, in particular by making contributions.
The partnership is not entitled to the status of an entrepreneur. Entrepreneurs are exclusively partners in a civil law partnership in the scope of their business activity.
No capital is required to set up a partnership.
A civil law partnership can be transformed into any commercial company.
Liability of partners
The assets of a civil law partnership (the so-called joint co-ownership) are common assets of the partners, and the partners are jointly and severally liable for the debts of the civil law partnership with all their assets, including their assets separate from those of the partnership.
The company of a natural person is his or her first and last name. If the partners in a partnership are natural persons, the name of the partnership should include at least the first and last names of all
partners together with the name "civil law partnership" or an abbreviation (sc.). However, more lenient positions on names can be found in case law
Civil law partnership agreement
In order for a civil law partnership to be established, future partners must enter into an agreement with each other. It is important that such an agreement can be made in a simple written form, which does not require the participation of a notary public.
The agreement must indicate the purpose of its operation (to be achieved or pursued by partners). Theoretically, the achievement of the objective results in the termination of the partnership, as the contract has been executed. This is one of the main differences between a civil law partnership and commercial law companies.
Elements of the agreement of a civil law partnership:
- information on partners
- date and place of conclusion of the contract
- name and address
- the period of operation of the partnership
- the area of business activity of the partnership
- the economic objective to be pursued by the partnership
- how we want to achieve this, e.g. by making contributions
- scope of activity by PKD
- information on the size of contributions
- provisions concerning amendments to the text of the agreement
- distributional issues and share of losses
- information on the partners conducting the partnership's affairs and on the representatives and method of representation
- provisions concerning notice and termination of the agreement.
Remember, after concluding the contract, you should submit your declarations and pay the tax on civil law transactions (PCC) to the Tax Office competent for the seat of the company (the tax rate is 0.5%, the tax base is the value of contributions made to the assets of the company) - declaration in the form of PCC-3, PCC-3A. These forms may be submitted in electronic form. The submission of a declaration and payment of the tax on civil law transactions should take place within 14 days from the date of conclusion of the articles of association of the company, without the call of the tax authority.
Registration of civil law partnership
A civil law partnership is not an entrepreneur; all partners in a civil partnership must be entrepreneurs. The partnership itself is not subject to registration with CEIDG or the National Court Register. Partners are subject to registration. If the partners are natural persons, they apply to the Central Register and Information on Economic activity (CEIDG) by filling in a separate application for registration on the CEIDG-1 form. Partner is required to obtain an entry before starting business activity within the partnership.
Further steps are required:
- application to the Central Statistical Office (GUS) and obtaining the partnership's REGON number - application in RG-OP form is submitted to a statistical office competent for the partnership's seat (free of charge)
- an identification application to the tax office and obtaining the partnership's tax identification number should be submitted using the NIP-2 form (free of charge)
- updating of the CEIDG entry by partners who are natural persons
- supplementing information about the partnership's NIP and REGON with the CEIDG within 7 days of receiving these numbers - CEIDG-1 application.
NIP and REGON
If the partners are natural persons, they are subject to registration in the Central Register and Information on Business Activity and are automatically assigned NIP and REGON. However, the civil law partnership is subject to a separate registration and is granted separately from the partners NIP and REGON.
Representation of the partnership
Every partner is entitled and obliged to manage and represent the partnership.
Each partner's share of the profit shall be equal, regardless of the value of the contribution made. However, this rule may be modified in the contract.
A partnership is not subject to income tax. The tax (PIT or CIT, depending on which entity is a partner) is paid separately by each partner from the income earned from the partnership.
If you are a partner in a civil law partnership, you can choose the form of taxation by making an entry in the Central Register and Information on Economic Activity. The selection is made by each of the partners submitting a declaration of income tax payment: on general principles, in the form of a flat-rate tax, a lump sum on registered income.
When choosing a tax card, one of the partners in a civil law partnership submits a tax application in the form of a tax card (PIT-16).
It is not permissible for some partners in a partnership to be covered by a lump sum on registered income (or a tax card), and for others to be covered by general rules or a flat-rate tax.
If a tax card is chosen, all partners in a civil law partnership are listed in the decision on the amount of income tax, issued separately for each tax year by the head of the tax office. However, it is possible to differentiate the form of taxation of income of individual partners of a civil law partnership so that some pay income tax on a general basis on the basis of a tax scale, and some pay income tax at a flat rate (19%).
Partnership is the VAT payer (as opposed to the income tax) and not its partners.
A partnership may settle according to the income and expenditure ledger, lump sum on registered income or maintain full accounting (accounting books).
If the company's net revenue exceeds EUR 2 million, it is obliged to switch to full accounting. Moreover, if a partner in a civil partnership is a legal person (e.g. a capital company), the partnership must keep full accounting records from the very beginning, regardless of the amount of income.
Obligations towards ZUS
The entrepreneur is a partner in a civil law partnership. If the company hires employees or contractors, it is the payer of contributions and it should be reported as the payer of contributions to the Social Insurance Institution (ZUS) - ZPA form (deadline - 7 days from the date of registration of the partnership). This form should contain the identification data of the partnership: NIP, REGON, abbreviated name of the partnership.
On the other hand, if the partnership's partners do not intend to hire employees, each of them is a payer of contributions for their own social and health insurance and independently registers as a payer of contributions on ZUS ZFA form. He shall indicate his own individual identification data on this form: NIP, PESEL and REGON (in case when it additionally runs a separate business activity).
Both partners and employees are reported to social insurance on the ZUS ZUA form or, if they are subject only to health insurance, on the ZUS ZZA form.
When applying for health insurance, you should also remember about your family members. Depending on whether the person lives with the reporting person or not, a ZUS ZCZA or ZUS ZCNA form should be drawn up.
If a partner carries out several activities, a health insurance contribution must be paid for each activity separately (i.e. a partnership and, for example, a sole proprietor). Partners in a civil law partnership may benefit from preferential social security contributions (small ZUS).