Characteristics of a registered partnership, who is responsible for the partnership's obligations, what are the accounting and tax matters?
It is suitable for partners in one industry, for example, who carry out small or medium scale activity with a low degree of risk. The advantages of a registered partnership include lower costs than in the case of more complicated forms of activity, the possibility of simple accounting and the possibility (to a certain extent) of covering claims with the partnership's assets.
Characteristics of a registered partnership
It must be an organised and continuous specific commercial, service, manufacturing or other business activity. A general partnership does not have a legal personality, it is a "flawed" legal person, which means that it is not subject to the regulations concerning legal persons (including the provisions of the CIT Act on corporate taxes) and in principle it has no organs. A general partnership is a partnership and may be established by natural or legal persons. It may, in its own name, acquire rights and obligations (e.g. under contracts) and may act in court itself.
In the case of a registered partnership, there is no minimum capital requirement.
Liability of partners
Each partner of a registered partnership is jointly and severally liable for its liabilities with the other partners and the partnership. The partnership's liabilities are realized first of all from its assets. A creditor of a partnership may carry out enforcement from the assets of a partner if enforcement from the assets of the partnership proves ineffective (subsidiary liability of a partner). However, this shall not prevent a partner from being sued before the enforcement of the partnership's assets has proved to be unsuccessful.
Representation of partnership
Each partner may represent the partnership (unless the agreement provides otherwise).
The business name of a registered partnership should include the names or business names of all partners, or the name or business name of one or more partners, as well as an additional designation " registered partnership ".
Deed of a registered partnership
The deed of a registered partnership should be concluded in writing under pain of nullity, and the change of its provisions requires the consent of all its partners unless the deed provides otherwise. The partners undertake to pursue a common goal at least by way of contribution or by way of cooperation in any other way specified in the deed. If the deed provides for a contribution in the form of real estate or enterprise, it should be concluded in the form of a notarial deed.
The deed shall specify at least:
- the name and registered office of the company
- the determination of the contributions of each partner and their value
- the objects of the partnership
- the duration of the company, if any.
Registration of partnership
A registered partnership is registered in the National Court Register. It may also be registered electronically.
Registration of a registered partnership 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.
Distribution of profits
It is the duty of the partners to make the contributions laid down in the deed. Contributions by partners are considered equal, which translates into the right to an equal share in the profits and losses of a registered partnership. A partner may demand the distribution and payment of the entire profit at the end of each financial year. A partner also has the right to demand an annual interest payment in the amount of 5% of his capital share, even if the company has incurred a loss. In a general partnership, unlike in the case of companies, in order to pay out profit it is not necessary for the partners to adopt a resolution on allocation of profit for distribution.
A partnership is not regarded as a taxpayer. Taxpayers are only individual partners of a registered partnership - they pay personal income tax (proportional to income or linear) or CIT - legal persons. It should be remembered that the choice of taxation according to the PIT flat rate results in taxation of all income from business activity in this form.
The partnership may be a VAT payer.
A registered partnership may settle according to the revenue and expense ledger, lump sum on registered income or keep full accounting records (accounting books).
If the partnership's net revenue exceeds EUR 2 million, it is obliged to switch to full accounting. Moreover, if the partner in a registered partnership is a legal person (e.g. a company), the partnership must keep full accounting records from the beginning, regardless of the amount of revenue generated.
Obligations towards ZUS
When registering a registered partnership, apart from documents to the National Court Register and application NIP-8, there is no need to submit additional applications to the Social Insurance Institution. It should be remembered that in a registered partnership, each partner is a payer of contributions for his own insurance, therefore, he should additionally register with the Social Insurance Institution and submit an application to the Social Insurance Institution:
- 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 the one conducted in the form of a partnership)
- to be insured as an insured person - on the ZUS ZUA form (or if he is subject only to health insurance - on the ZUS ZZA form), with a PESEL identification.