Registered partnership formation

A registered partnership, also referred to as a registered partnership (spółka jawna), is one of the forms of conducting business activity available to entrepreneurs. For some time now, it has been possible to form a registered partnership in two ways – either by traditional methods or over the Internet. Below we explain the registered partnership formation process.

Key characteristics of a registered partnership

A registered partnership operates under its own name, it has legal capacity, the capacity to perform acts in law and the capacity to be a party to court proceedings. However, it does not have a legal personality.

The purpose of a registered partnership is to operate a business enterprise. Therefore, such partnership may not be formed, and subsequently registered, without the operation of such enterprise (e.g. just to carry out a single transaction). Under the provisions of the Civil Code, a business enterprise is defined as an organised set of tangible and intangible elements intended for conducting economic activity. A non-exhaustive list of such elements is also provided (it includes a business name, licenses obtained, receivables and ownership titles to real property and movables held).

Another feature of a registered partnership is that – as an entity separate from its partners – it is liable for its own obligations; it does not, however, bear any liability for the obligations of the partners. The partners, in turn, bear unlimited personal liability for the obligations of the partnership.

Who can establish a registered partnership?

A registered partnership may be formed by natural persons having full capacity to perform acts in law (i.e. in general, persons of at least 18 years of age who are not incapacitated, whether fully or partially). 

Moreover, partners in a registered partnership may be legal persons and other commercial law partnerships and companies (e.g. another registered partnership or a limited liability company), but not civil law partnerships.

Registered partnership agreement

As a rule, a registered partnership agreement should be made in writing – otherwise such agreement is null and void. In other words, unless executed in the written form, a registered partnership agreement is invalid, does not have any legal effect and cannot be registered. 

A registered partnership agreement must include at least the following elements:

  1. the partnership’s business name;
  2. the partnership’s registered office (town/city in which it operates);
  3. the partnership’s objects (e.g. consultancy services, production of electronic equipment, etc.);
  4. the life of the partnership (e.g. indefinite period, 20 years, etc.).

The business name of a registered partnership must include the name of at least one of its partners and the words identifying its legal form: “spółka jawna”.

Registration of a registered partnership under the traditional procedure

In order to register a registered partnership in a traditional way, an application must be filed with a district court competent for the partnership’s registered office. Such an application must include the following information:

  1. the partnership’s business name;
  2. its registered office and address;
  3. the partnership’s objects;
  4. details of the partners (e.g. names, surnames and addresses);
  5. details of the persons authorised to represent the partnership;
  6. manner of the partnership’s representation.

It should also be mentioned that the spouse of a partner in a registered partnership is entitled to request an entry into the register concerning the marital property agreement between them and such partner.

Registration of a registered partnership over the Internet

As mentioned above, the registration of a registered partnership can also be done online. For this purpose, the entire registration process is conducted through an ICT system. Importantly, in the case of online registration, the partnership agreement is based on a template. Such a template is available on the website, and the partnership agreement is entered into upon the filling out of the form and signing it with the use of a qualified electronic signature or the so-called ‘trusted signature’ (via the Electronic Platform of Public Administration Services – ePUAP).

It is worth noting that adopting resolutions, notifying changes of address and approvals of financial statements can also be done by electronic means. In addition, a registered partnership formed under a template agreement may also be dissolved by a resolution based on a relevant template available online.

The effects of the entry into the register

A registered partnership is only formed upon its entry into the business register of the National Court Register. 

Summary

To sum up, there are currently two modes in which a registered partnership can be registered – the traditional mode and the online mode, each of which involves several formalities. To ensure that such formalities are managed efficiently and successfully, we encourage you to use the company formation services of Radkiewicz Lawyers Poland. Our team of experienced lawyers will be happy to support you throughout the registered partnership formation process.

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