General partnership and the e-commerce sector – What you need to know?

Definition of a general partnership

According to Article 22 § 1 of the Commercial Companies Code in Poland, a general partnership is a personal company that conducts business under its own name and is not another type of commercial company.

Partners of a general partnership

Partners in a general partnership can be natural persons, legal persons, and organizational units without legal personality. Additionally, the establishment of a general partnership is possible by at least two entities. The partnership can be formed in two ways:

1. Primarily – the general partnership is a new entity here;
2. Subsequently – when a general partnership is created as a result of the transformation of a civil partnership.

General partnership and legal personality

A general partnership, as a personal company, does not have legal personality. However, it does have legal capacity, allowing it to incur obligations and acquire rights in its own name, such as hiring employees, acquiring real estate, or being a party to a loan agreement.

Legal subjectivity and property liability

It’s worth emphasizing that a general partnership is an interesting case that does not have full legal personality but is recognized as a legal entity. As a result, although it can acquire and dispose of real estate, be a plaintiff or defendant in legal proceedings, or incur obligations, the settlement of these obligations is part of the partners’ liability.

In case of debts, repayment may cover not only the assets of the general partnership but also the assets of its partners.

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General partnership agreement

One of the features of a general partnership is the requirement to sign an agreement between partners in written form, which must include:

• The name of the general partnership – the name must include the names or firm names of the partners, the term “general partnership” which can be abbreviated to “sp. j” in business dealings, and elements indicating the scope of business activities;
• The address of the general partnership’s headquarters;
• Contributions of each partner – these may include finances, property rights other than cash, such as copyrights, licenses, trademarks, shares, and know-how, services, or work;
• The subject of the general partnership’s activities;
• The duration of the general partnership.

If a partner’s contribution requires the transfer of rights that need a qualified agreement, the general partnership agreement must be made in the required form. Besides, the agreement can also describe the internal functioning of the partnership, including:

• Management of the partnership’s affairs;
• Representation of the general partnership;
• Division of profits and the scope of participation in the partnership’s affairs;
• Conditions leading to the dissolution of the partnership.

Furthermore, the general partnership agreement is the basis for paying the civil law transactions tax, which is 0.5% of each partner’s contribution. It’s also important to note that signing the general partnership agreement is not enough to establish the partnership. It is officially formed upon registration in the National Court Register (KRS).

Minimum contributions in a general partnership

There are no minimum contribution requirements or share capital for a general partnership. However, the value of contributions should be sufficient to conduct business in line with the partnership’s plans and goals. Contributions must be properly valued and documented in the partnership agreement, which is particularly important in potential partner conflicts.

Moreover, contributions made to the company may be transferred for ownership or use. In the latter case, the shareholder still remains the owner.

However, if we are talking about general partnerships established via the Internet, then the asset contribution may only be financial resources.

Registration procedure for a general partnership

Once the partners sign the agreement, the next step is registration in the KRS, which can only be done electronically through the Court Register Portal or the S24 portal. The application KRS-W1 must be submitted along with other forms if necessary:

• KRS-WM for the scope of activities;
• KRS-WB for partners’ details;
• KRS-WK for representation methods;
• KRS-WA for branch information;
• KRS-WH for the method of establishment, such as the transformation of a civil partnership;
• KRS-WL for the appointment of proxies.

Electronic registration also requires authorization using a qualified signature, trusted signature, or personal signature. If documents are submitted in paper form, notarized electronic copies signed by a partner or a professional representative must be provided.

Other documents required for registration

Besides the agreement and necessary applications, the following must also be submitted to the KRS:

• List of partners;
• Statements from representatives with their consent;
• Correspondence addresses for the general partnership’s representatives;
• Powers of attorney with proof of payment, if a representative is used.

After registration, the partnership must set up a company bank account, register with the Central Register of Beneficial Owners (CRBR), and obtain NIP and REGON numbers.

Registration with the central register of beneficial owners

Once registered in the KRS, the partnership must also be registered with the CRBR within 14 days.

NIP and REGON numbers

After KRS registration, basic data of the partnership is automatically forwarded to the Social Insurance Institution (ZUS), Central Statistical Office (GUS), and the tax office. This process grants the partnership its NIP and REGON numbers. Partners must still provide supplementary data using the NIP-8 form within 21 days of establishing the partnership.

Cost of registering a general partnership

The cost includes:

• A court fee of 250 PLN (using the S24 system) or 500 PLN (if the agreement is notarized);
• A fee for announcing the registration in the Court and Economic Monitor, amounting to 100 PLN;
• A stamp duty of 17 PLN for the power of attorney.

Additional costs may include legal assistance in drafting the agreement, notary services, accounting advice, contribution valuation, or business consultations.

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Accounting and taxes for a general partnership

In a general partnership, it is possible to maintain simplified accounting – in the form of a revenue and expense ledger or revenue records if choosing lump-sum taxation on recorded revenue. However, it is important to remember the statutory limit of 2,000,000 PLN, after which full accounting in the form of accounting books must be implemented.

Notably, if a legal person is among the partners of the general partnership, accounting in the form of accounting books is mandatory regardless of the amount of revenue.

Income tax

The type of income tax paid by the general partnership depends on the status of the partners. As a rule, a general partnership is not a corporate income tax (CIT) payer. However, it can become one if several conditions are met simultaneously. This particularly applies when:

• The general partnership’s headquarters or management is located in Poland;
• The partners of the general partnership are not only natural persons;
• The partnership has not submitted a declaration before the start of the fiscal year stating that PIT and CIT taxpayers, directly or indirectly, have the right to participate in the partnership’s profits.

If the general partnership is not a CIT payer, the partners pay income tax. Depending on their status, this will be either personal income tax (PIT) or corporate income tax (CIT).

Natural persons entitled to profits from the general partnership’s revenue can choose one of three forms of taxation:

• General rules – 12% or 32%, depending on exceeding 120,000 PLN income;
• Flat tax – 19%;
• Lump-sum on recorded revenue – provided that all partners of the general partnership opt for this form. The tax rates are: 17%, 15%, 14%, 12.5%, 12%, 10%, 8.5%, 5.5%, 3%. The default rate for online store activities is 3%.

If you are interested in visualizing which taxation method is most profitable in the e-commerce sector, we encourage you to check out our article on sole proprietorships, where we conducted such an analysis.

Accounting in a general partnership

Permissible forms of accounting in a general partnership are:

• Revenue and expense ledger;
• Revenue records – if all partners of the general partnership choose lump-sum taxation;
• Accounting books – full accounting.

Full accounting is mandatory in a general partnership in two cases:

• The net revenue of the general partnership exceeded 2,000,000 PLN;
• Regardless of the revenue achieved in a given year, a legal person is a partner in the general partnership.

Can a general partnership suspend its operations?

Suspension of business activity in the form of a general partnership is possible provided the partnership does not employ workers. The minimum suspension period is 30 days (28 or 29 in February), and the maximum is 24 months. The suspension date must be indicated in the partners’ resolution and cannot be earlier than the date of filing the suspension application with the KRS (register of entrepreneurs).

Examples of situations that may lead to the suspension of a general partnership include:

1. Financial difficulties;
2. Seasonal downtimes – particularly relevant for businesses related to seasonal activities such as skiing or tourism;
3. Health problems of partners;
4. Changes in the partnership structure – e.g., changing a partner or restructuring the business;
5. Lack of orders or contracts.

Suspension procedure

If the partners of a general partnership decide to suspend its operations, a sample procedure may look as follows:

1. Passing a resolution by the partners of the general partnership to suspend operations;
2. Filing form KRS-Z62 with the KRS;
3. Updating data at the tax office, GUS, and ZUS via form NIP-8;
4. Receiving confirmation of suspension of business operations from the KRS.

Changing a partner in a general partnership

Changing a partner in a general partnership is possible and can occur through a donation, sale, or exchange agreement. However, for this to be possible, the partnership agreement must allow for changes in its content.

Dissolution of a general partnership

The dissolution of a general partnership occurs in the manner specified in the agreement. If such a manner is not described, the partnership must go through the liquidation process. Reasons that may trigger the liquidation process include:

• A resolution by the partners of the general partnership;
• Bankruptcy declaration;
• Termination by a partner or creditor;
• Death of a partner or declaration of bankruptcy;
• Dissolution of the general partnership by a court decision.

General partnership and the e-commerce sector – summary

A general partnership, as a form of business activity, offers numerous benefits and some challenges. Its specific structure, flexibility, and relatively simple operating rules make it an attractive option for entrepreneurs looking to conduct joint business. However, it is essential to also consider features that may be seen as drawbacks or impose greater responsibilities on partners.

Advantages and Disadvantages of a General Partnership

Disadvantages:

1. Unlimited liability of partners, who are liable for the partnership’s obligations with their assets.
2. Potential partner conflicts if specific operational rules are not outlined in the partnership agreement.
3. Lack of legal personality – making share transfer more challenging compared to a limited liability company (LLC).

Advantages:

1. One of the most flexible forms of business activity that does not require share capital.
2. Direct involvement of partners, who can actively participate in the partnership’s operations and representation.
3. Diversity of contributions, including financial and non-financial assets.
4. Distribution of profits and losses according to the partnership agreement.
5. No double taxation if the general partnership is not a CIT payer.

In summary, a general partnership is a beneficial form of business for those who value flexibility and direct involvement in business operations. However, before establishing one, it is crucial to thoroughly consider all legal and financial aspects and potential risks to avoid unforeseen problems in the future. Proper preparation and a good partnership agreement can significantly increase the chances of success for this form of business activity.

Additionally, it is important to remember that general partnerships are VAT taxpayers. If you need support with VAT-related issues such as registration, declarations, or VAT and VAT OSS settlements, or with e-commerce accounting, schedule a consultation to see how our specialists can help you and your business!