Features of professional partnership, who is responsible for the partnership's obligations, what are the accounting and tax matters?
This type of partnership is intended for professionals who want to operate together. It is created by partners for the purpose of practicing a freelance profession in a partnership conducting an enterprise under its own business name. Partners in the company may be persons who have the right to practise the following professions: attorney, pharmacist, architect, civil engineer, auditor, insurance broker, tax advisor, securities broker, investment advisor, accountant, doctor, dentist, veterinary surgeon, notary public, nurse, midwife, legal advisor, patent attorney, property appraiser and sworn translator. It may be established for the purpose of practising more than one profession.
Features of the professional partnership
It is a commercial partnership, which can be set up by at least two professionals. It does not have legal personality, but it has the legal capacity to acquire rights and obligations on its own behalf. He or she may be a party to legal proceedings. No share capital is required to set up a partnership.
Liability of partners in the professional partnership
The partnership is responsible for debts and liabilities with all its assets. The partner shall not be liable for any obligations of the partnership arising in connection with the performance by the other partners of their professional activities in the partnership. Neither shall it be liable for the partnership's obligations resulting from acts or omissions of persons employed by the partnership, who were subordinate to the management of another partner when providing services related to the partnership's object of activity. The articles of association may provide that one or more partners agree to be liable in the same way as a member of a registered partnership.
Representation of the partnership
Each partner has the right to represent the company independently, but in order to ensure its more efficient functioning, the agreement may provide that the management of its affairs and representation of the company will be entrusted to the management board. The regulations concerning the management of a limited liability company shall apply to the management board of the professional partnership.
Members of the management board of a professional partnership are subject to limitations resulting from resolutions of partners intervening only in the process of managing the partnership.
The name of the professional partnership must include the name of at least one partner, the additional indication "and partner" or "and partners" or "professional partnership" and the designation of the liberal profession practised in the partnership.
The articles of association of the partnership
It should be made in writing (if the contribution is real estate, it should be made in the form of a notarial deed) under pain of nullity and should contain obligatory elements:
- definition of the freelance profession performed by the partners in the partnership
- the objects of the partnership
- the name and registered office of the partnership
- the determination of the contributions of each partner and their value.
In the articles of association, the scope of activity of the company needs to be specified more precisely, for example, certain types of provided services need to be indicated.
Registration of a professional partnership
The partnership is registered in the National Court Register.
NIP and REGON
NIP and REGON numbers are assigned "automatically" when the partnership is registered in the National Court Register.
It can be defined by the articles of association, and if there are no such provisions - the share of each partner is equal regardless of the type and value of contributions.
The partnership is not a payer of income tax. The profit earned by the partnership is subject to distribution among its partners. The principles on which entrepreneurs distribute money among themselves depend on the provisions of the partnership agreement. Each partner then pays personal income tax for himself:
- according to the tax scale
- flat-rate tax - 19% (it may be chosen only by natural persons conducting non-agricultural economic activity; however, this possibility cannot be used by persons obtaining income from personal activity, even if the services were provided in the course of economic activity; establishment of a partnership by at least two persons practicing freelance professions enables issuing invoices for services rendered and paying tax at a fixed rate of 19%, regardless of the amount of income earned.
Partners settle accounts with the tax office by means of tax return.
As regards VAT, the taxable person shall be the partnership.
A professional partnership may keep accounts in the form of a revenue and expenditure ledger until it exceeds the statutory revenue limit of EUR 2 million. If a partnership exceeds this limit, it must switch to full accounting, i.e. start keeping accounting books.
Obligations towards ZUS
When a partnership is registered, it will be automatically registered with the Social Insurance Institution as a payer. The partners are obliged to register themselves as the payers of insurance contributions (at least for health insurance) with the Social Insurance Institution (ZUS) within 7 days from the registration of the entity. A partner of such a partnership is a payer of contributions for his own insurance, therefore, he should prepare and submit to the Social Insurance Institution a notification of:
- the payer of contributions on the ZUS ZFA form, in which he enters his own identification data, i.e. PESEL and NIP or NIP number, REGON and PESEL (if the partner also runs a separate business activity, other than conducted in the form of a partnership)
- himself as an insured person - on the ZUS ZUA form (or if he will be subject only to health insurance - on the ZUS ZZA form), with a PESEL identification.