How to Start a Partnership Firm in Poland: A Complete Guide

Launching a Partnership Firm in Poland offers flexibility, favourable tax treatment, and straightforward incorporation processes, making it ideal for both local and foreign entrepreneurs. In this comprehensive guide, you’ll learn how to register a partnership firm in Poland, choose the right legal form, navigate registration, set up accounting, and remain compliant.

Why a Partnership Firm in Poland?

A Partnership Firm in Poland offers several advantages:

• Ease of formation: Some partnership types require only a written deed and online registration.
• Pass-through taxation: Profits are taxed directly at the partner level.
• No minimum capital: Most partnerships require no initial share capital.
• Shared management: Partners can divide operational duties.
• Flexible governance: Custom rules can be included in the partnership agreement.

These benefits make a Partnership Firm in Poland an attractive option for small and mid-sized ventures.

Types of Partnership Firms in Poland

Polish commercial law outlines several types of partnerships. Each comes with unique legal and financial implications.

General / Registered Partnership (Spółka jawna)

The most common Partnership Firm in Poland. This structure requires at least two partners who share both profits and liabilities. It is known in English as a Registered Partnership. There’s no minimum capital, and the registration process is straightforward.

Civil Partnership (Spółka cywilna)

Freelancers or small-scale ventures often use this form, which civil law regulates. Tax authorities tax each partner individually, and the partnership does not have a separate legal personality. Each partner separately registers their activity.

Professional Partnership (Spółka partnerska)

Designed for professionals like doctors, architects, and lawyers, this structure limits each partner’s liability to their own professional conduct. It’s an ideal form for licensed services and requires at least two qualified individuals.

Limited Partnership (Spółka komandytowa)

This type consists of at least one general partner (with unlimited liability) and one limited partner (with liability limited to their investment). It is often used for tax planning and investment arrangements.

Limited Joint-Stock Partnership (Spółka komandytowo-akcyjna)

This hybrid structure combines features of a limited partnership and a joint-stock company. It requires share capital (minimum 50,000 PLN) and is suitable for large or capital-intensive ventures.

Step 1: Choosing the Right Structure

Choosing the correct legal structure is crucial for limiting liability, optimizing taxes, and ensuring your partnership’s long-term success.

Factors to Consider:

• Liability exposure: Do you want to protect some partners from full liability?
• Capital needs: Some partnerships require share capital; others don’t.
• Professional qualifications: Spółka partnerska is only for licensed professions.
• Complexity: Some structures involve more formalities and costs than others.
• Taxation and reporting: Your structure impacts whether you’re taxed personally or corporately.

Step 2: Drafting the Partnership Agreement

The partnership agreement is the cornerstone of your business structure. While content varies based on the partnership type, some key elements should be included:

• Name and registered office of the firm
• Business activity scope (based on PKD codes)
• Names and roles of each partner
• Capital or asset contributions
• Profit and loss sharing ratios
• Management and representation rules
• Partner withdrawal or exit conditions
• Conflict resolution mechanisms

For General and Professional Partnerships, a written agreement is sufficient. Limited and Joint-Stock Partnerships may require notarization or electronic signature, especially when using the online registration platform.

Step 3: Register a Partnership Firm in Poland

Once your partnership type and agreement are ready, you can proceed with the registration process.

For General & Professional Partnerships:

1. Finalize and sign the partnership agreement.
2. Register via the S24 portal or PRS system.
3. Each partner must have a Trusted Profile (ePUAP) or a qualified electronic signature.
4. Submit the required forms and pay registration fees.
5. Receive your firm’s KRS number, NIP (tax ID), and REGON (statistical ID).

For Limited & Joint-Stock Partnerships:

1. Finalize the agreement (with notary or electronic form as needed).
2. Register the firm in the National Court Register (KRS).
3. File forms including:
   • NIP-8 (for tax office updates)
   • CRBR (Central Register of Beneficial Owners)
4. Receive registration confirmation, NIP, REGON, and KRS number.
5. Open a corporate bank account.
6. Pay a civil law transaction tax (PCC) of 0.5% on contributions if applicable.

Registration via the S24 system can be completed within 1–2 business days, while traditional paper filings may take longer.

Step 4: Post-Registration Obligations

After registration, you must complete several formal steps to ensure full compliance.

Tax Office & GUS:

• Submit NIP-8 form within 21 days if needed.
• Confirm receipt of REGON number from the Statistical Office.

Social Insurance (ZUS):

• Partners working in the firm must register with ZUS within 7 days.
• ZUS contributions cover retirement, health, and accident insurance.

Bank Account:

• Open a business bank account under the partnership name.
• This account is required for tax, ZUS, and general operations.

CRBR:

• File beneficial owner data in the Central Register of Beneficial Owners within 7 days.

Failing to meet any of these deadlines can result in financial penalties and legal complications.

Step 5: Taxation and Accounting

Understanding the tax and accounting responsibilities for your Partnership Firm in Poland is critical to staying compliant and avoiding audits.

General and Professional Partnerships:

• Not taxed as separate entities.
• Profits are passed to partners and taxed under Personal Income Tax (PIT).
• Partners may choose:
  • Progressive PIT (12% and 32%)
  • Flat rate tax (19%)

Limited and Joint-Stock Partnerships:

• Subject to Corporate Income Tax (CIT) at 9% or 19%, depending on size.
• Dividends are taxed again at the partner level (19%).

VAT Registration:

• Required if turnover exceeds 200,000 PLN.
• Optional for smaller firms.

Accounting Requirements:

• Spółka jawna / Spółka partnerska: May use simplified accounting if under certain revenue thresholds.
• Spółka komandytowa / Spółka komandytowo-akcyjna: Must use full double-entry bookkeeping from the start.

ZUS Contributions:

• Must be paid monthly, even for non-operational partners if they are registered for social insurance.
• Rates vary depending on tax regime and firm structure.

Step 6: Understanding Liability

Each partnership type carries a different level of risk for its partners:

• Spółka jawna: All partners are jointly and severally liable for their personal assets.
• Spółka cywilna: Similar joint liability among partners.
• Spółka partnerska: Partners are liable only for their own professional errors.
• Spółka komandytowa: General partners have unlimited liability; limited partners only up to their capital contribution.
• Spółka komandytowo-akcyjna: General partners are fully liable; shareholders are not.

Your choice of partnership should align with how much personal risk you’re willing to accept.

Common Mistakes to Avoid

Here are frequent errors business owners make when setting up a Partnership Firm in Poland:

1. Selecting the wrong structure: This can lead to unwanted liability or tax burdens.
2. Omitting key clauses in the agreement: Poorly drafted contracts can result in disputes.
3. Missing deadlines for filings: Late submissions of NIP-8, ZUS, or CRBR lead to penalties.
4. Assuming you don’t need accounting: Even basic partnerships may need formal bookkeeping depending on revenue.
5. Improper ZUS registration: Non-compliance with social insurance laws can result in audits and fines.
6. Overlooking foreign ownership rules: Non-EU citizens may require special permits or face restrictions.

How Ease to Compliance Can Help

Starting a Partnership Firm in Poland involves navigating a maze of legal, tax, and administrative requirements. At Ease to Compliance, our firm simplifies the process for entrepreneurs and investors by offering:

• Guidance on choosing the most suitable partnership structure
• Drafting and reviewing the partnership agreement
• Complete KRS, NIP, REGON, and CRBR registrations
• ZUS and VAT setup
• Post-registration compliance and ongoing accounting support

Whether you are a Polish resident or an international investor, we ensure your firm is registered correctly, quickly, and legally compliant.

Final Thoughts

Launching a Partnership Firm in Poland is a smart move for entrepreneurs seeking shared management, tax benefits, and a flexible structure. From choosing the right partnership type and drafting a legally sound agreement to completing registrations and ensuring tax compliance, each step requires careful planning and execution.

By following this guide, you’re well on your way to building a compliant and successful business. And with the expert team of Ease to Compliance, you can confidently move forward knowing every detail is handled professionally.

Ready to register your partnership firm in Poland?
Let Ease to Compliance take care of the paperwork. so you can focus on growing your business.

FAQs On Partnership firm in Poland.

Question 1. Can a foreigner be a partner in a Polish partnership firm?
Answer: Yes, foreigners including non-EU nationals can become partners in most Polish partnership structures, but may need a residence or work permit depending on the partnership type.

Question 2. How long does it take to fully establish a partnership firm in Poland?
Answer: While online registration can take 1–3 business days, the entire process including documentation, bank account setup, and tax registrations may take 1 to 3 weeks.

Question 3. Can I convert my partnership firm in Poland into a limited liability company (Sp. z o.o.)?
Answer: Yes, you can convert your partnership firm into a limited liability company (Sp. z o.o.) through a legal transformation process. This allows you to scale your business while gaining the benefits of limited liability.