- Business in Poland -

Professional partnership

Key features of a professional partnership in Poland

A professional partnership constitutes a specific type of personal partnership the legal structure of which has been designed to enable the exercise of liberal professions in a form that ensures increased protection against liability risks arising from the professional conduct of other partners. A constitutive feature distinguishing this partnership from a registered partnership is its special model of liability, characterized by the limitation of a partner’s liability solely to obligations arising from his or her own professional activity. Consequently, a partner shall not be held liable for obligations resulting from professional acts performed by another partner.

Legal capacity and purpose of a professional partnership

The professional partnership does not possess legal personality, yet it does enjoy legal capacity, and is therefore capable of acquiring rights and incurring obligations in its own name, employing staff, concluding civil law contracts, acquiring real estate, and acting as a party to judicial proceedings – both contentious and non-contentious. It also has judicial and procedural capacity. This type of partnership is of a special nature, established exclusively for the purpose of pursuing liberal professions, the exhaustive list of which is set forth in statute. Only natural persons holding the requisite professional qualifications are eligible to become partners.

Formation and registration requirements for a professional partnership

The formation of a professional partnership may occur primarily or through transformation from another legal entity. In the case of primary formation, two formal requirements must be fulfilled:

1. Execution of a partnership agreement in writing, under pain of nullity;
2. Registration of the partnership in the Register of Entrepreneurs of the National Court Register

The legislator has not imposed a requirement to contribute share capital.

Mandatory clauses in the professional partnership agreement

The partnership agreement must specify, inter alia: the liberal profession to be pursued within the partnership, the scope of its business activity, the business name and registered office, the term of the partnership (if specified), particulars of partners bearing unlimited liability, rules of representation, as well as the type and amount of contributions made by each partner. Some of these provisions constitute essentialia negotii of the partnership agreement (meaning they are mandatory), while others are of a supplementary nature and become relevant only upon their inclusion in the contract.

Legal effect of registration in the National Court Register

The entry of a professional partnership into the Register of Entrepreneurs is of a constitutive nature – meaning the partnership comes into legal existence as a specific type of commercial law entity only upon its registration. This legal effect extends, inter alia, to the rules of partner liability for obligations.

Business name requirements for professional partnerships

The business name of the professional partnership falls within the category of personal business names – it must contain the surname of at least one partner and an additional designation of the organizational form such as “and partner,” “and partners,” or “professional partnership” as well as an indication of the liberal profession pursued. Where more than one profession is performed within the partnership, it is – despite the lack of explicit statutory provision – advisable to include all such professions in the business name.

Modified liability rules for partners in a professional partnership

Under the general rule set forth in the Polish Code of Commercial Companies, each partner is personally, jointly and severally liable (solidarily) with the other partners and the partnership, with all of his or her assets, for the obligations of the partnership. However, in the case of a professional partnership, this liability model has been specifically modified – a partner is not liable for obligations arising from the professional activities performed by another partner or by individuals employed by the partnership who acted under the supervision of another partner.

Representation rights of partners in a professional partnership

The right of representation is vested by statute in each partner – it includes both judicial and extrajudicial acts. The statutory rule provides for individual representation, whereby each partner may act on behalf of the partnership independently and with full legal effect. Any limitations on this right in relation to third parties are ineffective. However, it is permissible to modify the rules of representation – for example, by establishing joint representation, excluding certain partners from representation, or depriving a partner of the right to represent the partnership. Such deprivation becomes legally effective only upon its entry in the register, which has a constitutive effect. Despite losing the right of representation, the partner retains the status of a partner and all associated corporate rights.

Rules for managing a professional partnership’s affairs

The management of the partnership’s affairs is governed by rules analogous to those applicable to a registered partnership. Each partner may independently undertake actions falling within the scope of ordinary course of business. The concept of “ordinary course of business” is not defined by statute and must be construed in light of the nature and scale of the specific partnership’s activity. Actions exceeding the ordinary course of business require a unanimous resolution of the partners. If any partner objects to a given action – even if it falls within the ordinary course – a unanimous consent of all partners is required.

Where the management of the partnership’s affairs has been entrusted to multiple partners, each may act independently in respect of ordinary matters, provided that any other partner retains the right to raise an objection. For matters exceeding the ordinary scope of business, a unanimous resolution of all partners, including those excluded from day-to-day management, is required. All the above rules are default rules (ius dispositivum), meaning they may be modified by the partnership agreement. It is, for instance, permissible to provide that all decisions – regardless of their nature – must be adopted exclusively by way of resolutions.