A civil law partnership is not a company within the meaning of commercial law. It is a joint venture of a group of entities. This can be several natural persons, several legal persons (companies), or a combination of these two groups. Partners treat civil law partnership as any other agreement concluded on the basis of the Civil Code. In order to set up civil law partnership partners must conclude a contract. It is important that such an agreement may be written in simple written form, the involvement of a notary is not required.
Externally, i.e. in relation to counterparties and customers a civil law partnership does not have legal personality, it means that partners of the company are the subject of all rights and obligations.
The Civil Code regulates the functioning of the civil law partnership. By the partnership agreement the partners undertake to strive to achieve the common economic objective by acting in a specified manner, in particular by making contributions.
The agreement must set out the objective of its action (to be achieved or to what partners aim). Theoretically achieving the objective results in the termination of company, because the contract was performed. This is one of the main difference between civil law partnership and commercial companies.
In the case of civil-law partnership contribution may consist in contributing to partnership the ownership or other rights. The partner may contribute cash, property, car, office equipment (transfer of ownership). Partner may also make available to the company his ownership right. This is an important difference in the division of the assets of a company and settlements between partners at the end of the activities in the form of a civil-law partnership.
The contribution of a partner may be also provision of services for company (performing of particular work).
Capital is not required for the registration of partnership. Each partner is entitled and obliged to conduct the affairs of the company.Partners bear joint and several liability for the partnership's liabilities. This is due to the fact that the liabilities are not incurred by a company, but by its partners jointly and severally.
A natural person' company is its name. When partners are natural persons, the name of the civil-law partnership should contain at least the names and surnames of all partners with the addition of the name ‘civil company' or the acronym (cc). In the case-law, however, a more liberal approach may be found (I FSK 1443/09).
Registration of civil law partnership
Civil law partnership is not an entrepreneur, all partners in the civil-law partnership must possess the status of entrepreneur. Notification to the Central Registration and Information on Economic Activity (CEIDG) is done by a natural person who is a partner in the civil law partnership, by filling in a separate application for entry on the CEIDG- 1 form. A partner is obliged to obtain entry before taking up an activity within the partnership.
The next step is the conclusion of the partnership agreement in writing. The civil-law partnership agreement is subject to the tax on civil-law transactions (PCC). The tax obligation arises at the time of the conclusion of the contract (jointly and severally to all the members). If the contract was drawn up before a notary in the form of a notarial deed (not compulsory) then a notary collects and pays tax.
Further activities are as follows:
- notification to GUS and obtaining the company's business registration number (REGON).
the application must be submitted on a RG-OP form in the competent statistical office (the application is free of charge). Find out more here.
- identification declaration to the tax office and obtaining a NIP number of partnership
the application shall be submitted on a NIP- 2, NIP-D form (free of charge)
- submitting the declaration and payment of the tax on civil-law transactions (PCC)
in the tax office competent for the place of establishment of the company (the tax rate is 0.5 %, the tax base is the value of the contributions to the company's assets) - declaration on PCC- 3, PCC- 3A (deadline - 14 days from conclusion of the deed of partnership),
- VAT registration application - form VAT-R,
- updating the entry in the CEIDG by shareholders who are natural persons
completing the information on the company's NIP and REGON – CEIDG-1 application (free of charge, within 7 days of receipt of those numbers).
Other obligations relating to the company's activities
Registration to social insurance should be done by each partner (as a payer) separately (ZUS ZUA/ ZUS ZZA forms). For civil law partnership and economic activity health insurance contributions must be paid separately.
When the company employs staff it has to register in ZUS as the payer of contributions ( by ZUS ZPA form within 7 days from the day on which the insurance obligation arises).
More information on the registration to ZUS and the obligation to pay contributions can be found in the section Social security.
A civil partnership is not liable to income tax. Each partner settles this tax individually, proportionally to the share in the profits of the company.
With regard to VAT, if civil partnership is a taxpayer therefore a VAT-R form should be submitted in the tax office.
A civil partnership may be converted into any company governed by commercial law.
Suspension of activities under a civil-law partnership is possible provided that all shareholders suspend the business activity (by entry in the CEIDG). It should also be kept in mind that the relevant applications must be submitted to the competent head of the tax office and GUS.Share Print