Professional partnership in Poland

A professional partnership is a personal commercial partnership. It is formed by partners who perform a regulated profession. The partnership operates a business under its own name. It may be created to perform one or several regulated professions. Restrictions may arise from separate statutes. The structure of a professional partnership combines elements of independent professional practice and joint business activity.

Characteristics of partners

Only natural persons may be partners. They must be authorized to perform the regulated professions listed in the statute. Performing a profession within the partnership may require meeting additional conditions. These conditions arise from regulations governing each profession. A professional partnership is therefore intended for qualified professionals.

Permitted professions

Partners may be individuals performing professions of public trust. The statute lists professions such as attorney‑at‑law, architect, physician, notary, legal adviser, accountant, physiotherapist, statutory auditor, tax adviser, broker, nurse, property appraiser or sworn translator. The catalogue includes professions requiring high qualifications and responsibility.

Application of general partnership rules

In matters not regulated, the rules governing a general partnership apply. This concerns the functioning, representation and liability of the partnership. Exceptions arise from specific provisions on professional partnerships. This ensures consistency within the legal framework.

Partnership name

The name of a professional partnership must include the surname of at least one partner. It must also include the designation “and partner”, “and partners” or “professional partnership”. It must indicate the regulated profession performed in the partnership. The abbreviation “sp.p.” may be used in business dealings. These designations are reserved exclusively for professional partnerships.

Elements of the agreement

The partnership agreement must specify the regulated profession performed by the partners. It must indicate the scope of business activity and the partners who bear unlimited liability if required by law. It should also identify partners authorized to represent the partnership. The agreement must include the name, registered office, duration and contributions of each partner. The agreement forms the legal foundation of the partnership.

Form of the agreement

The partnership agreement must be made in writing. Failure to observe the written form results in invalidity. This requirement ensures legal certainty and protects the partners. A written agreement clearly defines the rules of cooperation.

Registration with the court

The registration application must include the name, registered office and address of the partnership. It must also list the partners and the regulated profession performed. It must specify the business activity and the persons authorized to represent the partnership. Documents confirming each partner’s professional qualifications must be attached. Any changes to the registered data must be reported to the court.

Formation of the partnership

A professional partnership is formed upon its entry into the register. The entry has a constitutive effect. Only from that moment does the partnership operate as a separate legal entity. Registration completes the process of establishing the partnership.

Liability of partners

A partner is not liable for obligations arising from the professional activities of other partners. A partner is also not liable for acts of employees supervised by another partner. The agreement may, however, provide that some partners accept liability similar to that of partners in a general partnership. This allows the scope of liability to be tailored to the needs of the partnership.

Representation of the partnership

Each partner may represent the partnership independently. The agreement may modify this rule. A partner may be deprived of the right of representation only for important reasons by a resolution adopted by a three‑quarters majority. The resolution becomes effective upon registration. Representation rules are essential for legal certainty in business dealings.

Management board of the partnership

The agreement may provide for the appointment of a management board. In such a case, the rules on partner representation do not apply. The management board is subject to the provisions governing capital companies. At least one partner must be a member of the management board. A third party may also serve as a board member. This solution allows for a more complex management structure.

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