In Poland, as in other countries, there are various forms of business organization, and a civil partnership (spółka cywilna, hereinafter S.C.) is one of them. This form is not a legal entity: it’s an agreement governed by the Civil Code (Art. 860-875), not the Commercial Companies Code. Business activity for the partnership is conducted by its participants, each of whom represents it to the extent they have the right to manage the partnership’s affairs, unless the agreement or the participants’ decision says otherwise.

Main points about a Spółka Cywilna in Poland:

  • Not a legal entity: just an association of entrepreneurs pursuing a common goal.
  • Not a corporate income taxpayer itself: participants pay PIT as individuals (or CIT, if a participant is a legal entity).
  • Doesn’t pay CIT, not subject to double taxation.
  • Flexible: quick and easy to set up and dissolve.
  • Governed by the Civil Code, consists of at least two entrepreneurs.
  • Each participant must be registered as a sole proprietor.
  • Participants bear joint and several liability for the partnership’s obligations with all their assets.
  • No statutory capital, but there’s a pooling of participants’ contributions.
  • Each participant can act on the partnership’s behalf, unless the agreement says otherwise.

What is a Spółka Cywilna

Spółka cywilna is a type of agreement governing the cooperation between its participants, i.e., co-owners. It’s regulated by the Civil Code of the Republic of Poland (Art. 860-875, the law of obligations, not the Commercial Companies Code).

From this it follows that:

  • a civil partnership is a type of personal association created by an agreement between at least two individuals or legal entities;
  • it does not provide for a division into shares of participants’ contributions (unlike capital companies);
  • participants bear joint and several liability for the joint activity’s obligations with all their assets.

S.C. is a popular partnership form in Poland, especially among small and medium businesses in professional-services fields: law and accounting firms, advertising agencies, and similar organizations. Keep in mind that a civil partnership cannot itself perform legal acts such as entering into contracts, acquiring or disposing of assets, or assuming obligations; its participants do that.

By law, participants’ contributions are considered equal in value unless the agreement states otherwise. Profits and losses are distributed among partners proportionally to their contributions, or as specified in the agreement. Some participants can even be excluded from sharing in losses, but not from sharing in profits.

The partnership agreement, what it should include

The Civil Code doesn’t impose a rigid template for a civil partnership agreement, but in practice a well-drafted agreement should include at least several key elements that later determine whether the partnership runs smoothly or becomes a source of disputes:

  • identification of the partners and the name under which the business will operate;
  • the common economic purpose the partners are pursuing;
  • the amount and type of each partner’s contribution (money, assets, rights, or the performance of services);
  • rules for splitting profits and losses (in the absence of clear provisions, the default is an equal share regardless of contribution size);
  • rules for representing the partnership externally and running its affairs internally;
  • the duration of the agreement, notice periods, and reasons justifying early dissolution;
  • rules for settling accounts with a withdrawing partner and liquidating assets in the event of dissolution.

The more precisely the agreement regulates partner withdrawal and liquidation, the lower the risk of future disputes, because in the absence of such provisions, the general rules of the Civil Code apply, which don’t always match the real needs of a specific business.

Registration and identification

A civil partnership is not registered in the National Court Register (KRS) and has no legal personality. This means the partnership itself is not a legal subject; its participants are. Each participant must register as an entrepreneur in CEIDG. The civil partnership itself, however, receives its own separate NIP and REGON numbers, independent of each participant’s individual NIP and REGON.

Accounting for a civil partnership

A civil partnership can keep its books using a revenue-and-expense ledger, lump-sum tax records, or full accounting. If the partnership’s net revenue exceeds EUR 2 million in a financial year (the threshold under Art. 2(1)(2) of the Accounting Act, converted to PLN each year), it must switch to full accounting. Additionally, if a legal entity (e.g., a joint-stock company) is a participant, the partnership must keep full accounting immediately, regardless of revenue.

Participants’ obligations towards ZUS

Every participant of a civil partnership is an entrepreneur. If the partnership hires employees or contractors, it becomes a contribution payer and must register with ZUS using the ZUS ZPA form within 7 days of the partnership’s registration (stating NIP, REGON, and the partnership’s abbreviated name). If participants don’t hire anyone, each one registers individually as a payer of their own health and social insurance contributions (ZUS ZFA form).

Taxation of a civil partnership

A civil partnership is not a corporate income taxpayer itself: PIT or CIT is paid separately by each participant on the income they receive from the partnership’s activity. Participants independently choose their taxation method (general tax scale, flat tax, or lump-sum tax on revenue) when registering in CEIDG.

Important: the tax card (karta podatkowa) as a taxation method is no longer available to new taxpayers as of 1 January 2022 (the Polski Ład reform, Dz.U. 2021 poz. 2105); it can only be continued by those who were already using it before that date. For a newly-formed civil partnership in 2026, the available taxation methods are: the general tax scale (12%/32%), flat tax (19%), or lump-sum tax on recorded revenue.

A civil partnership is, however, a VAT payer: VAT is calculated based on the partnership’s own accounting records, regardless of how each participant’s individual income is taxed.

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Each participant is required to keep their own accounting records reflecting their share in the partnership, allocating the partnership’s income and expenses in their individual books or records.

Who is a Spółka Cywilna suitable for

A civil partnership suits small and medium businesses that want to run a joint activity, particularly in fields such as:

  • professional services (e.g., legal, accounting);
  • advertising and marketing;
  • retail and wholesale trade;
  • consulting services.

Main reasons to set up a civil partnership: simple and fast registration, no statutory-capital requirements, the option to choose a simplified taxation method, low running costs.

Pros and cons

Pros: fast and simple company registration, minimal or no required starting capital, low administrative costs, the option of simplified taxation and reporting, quick and easy conversion into another business form.

Cons: personal, full liability of participants for all the civil partnership’s obligations, this covers loans, taxes, and other liabilities. No legal personality means each participant must separately obtain entrepreneur status.

Note: the legal form itself (running a JDG within a civil partnership) does not protect a participant from the risk that their working relationship with a specific client could be reclassified by the State Labour Inspectorate as an employment relationship under the 2026 PIP reform, if the actual working arrangement has the hallmarks of employment. Read more in our PIP 2026 series here.

How to organize a Spółka Cywilna, step by step

First, find a co-founder (or co-founders) and agree on running a joint business activity.

Partners sign a civil partnership agreement in writing. No notarization is required, unless the agreement involves actions that require notarization under other laws (e.g., if the contribution is real estate).

Within 14 days of signing the agreement, each participant must pay a 0.5% transaction tax (PCC) at the tax office on the amount of their own contribution. The starting capital for this business form isn’t regulated and is entirely up to the parties.

Once all participants have signed the agreement, the next step is registering in CEIDG. Individual participants register as entrepreneurs, not the partnership itself. If you have a digital signature, you can register online. Registration in CEIDG is free, though it’s just the first step.

Obtaining REGON: after registering the entrepreneurs in CEIDG, you need to obtain a REGON number for the civil partnership itself, also within 14 days of signing the agreement. REGON is assigned by Statistics Poland (GUS).

Obtaining NIP: after obtaining REGON, register the civil partnership with the tax office at the place of its main activity, by submitting form NIP-2. Registration is free. NIP and REGON numbers are assigned directly to the civil partnership, separately from each participant’s own individual numbers.

Updating data in CEIDG: the obtained REGON and NIP numbers must be registered in CEIDG within 7 days.

Partner withdrawal and dissolution

Unlike registered commercial companies, a civil partnership is closely tied to the identities of its specific partners. That’s why one partner’s withdrawal has serious consequences, especially when the partnership consists of only two partners.

A partner’s withdrawal from a two-partner civil partnership generally leads to its dissolution, and the partnership’s assets are then liquidated under Article 875 of the Civil Code, unless the partnership agreement provides for a different solution (e.g. the right of the remaining partner to take over the assets). This does not automatically transfer rights and obligations to that partner, it requires separate legal actions and a settlement with the withdrawing partner.

The liquidation process involves drawing up an inventory as of the dissolution date, paying off all debts owed to third parties first, and only then dividing the remaining assets among the partners. A former partner is no longer liable for obligations of the partnership arising after their withdrawal, but the remaining partners stay jointly and severally liable with their entire assets for debts incurred during the partnership’s operation, even after formal dissolution.

From a tax perspective, dissolving the partnership triggers an obligation to prepare a liquidation inventory for PIT purposes (the difference between the market value of the assets and their acquisition cost constitutes taxable income), as well as notifying the tax office of the end of activity for VAT purposes.

The most common mistakes

Signing an agreement without precise provisions on partner withdrawal and asset liquidation, relying instead on the general, often poorly-fitted default rules of the Civil Code.

Not realizing that every partner is liable with their entire personal assets for the partnership’s debts, including those arising from another partner’s actions they may not even have known about.

Treating the civil partnership as a separate entity when signing contracts with counterparties, when formally the parties to the contract should be the individual partners acting within the partnership.

Forgetting the obligation to update each partner’s CEIDG entry within 7 days of obtaining the partnership’s NIP and REGON.

Having no plan for one partner’s withdrawal, especially in two-partner partnerships, where such a situation automatically leads to dissolution unless the agreement provides otherwise.

Summary

A civil partnership, although simple to set up, requires participants to fulfill accounting and tax obligations. Each participant bears personal, joint liability for all the partnership’s obligations and must keep individual accounting records. Setting one up requires at least two partners, individual entrepreneurs or companies. It’s not a legal entity but a pooling of contributions based on an agreement. Its main advantages are simple registration, the option of a simplified taxation system, and no starting-capital requirements.

FAQ

Does a civil partnership have to convert into a general partnership (spółka jawna) once it crosses a revenue threshold? No, the mandatory conversion rule (the former Art. 26 § 4 of the Commercial Companies Code) was abolished in 2009. Today, crossing the EUR 2 million revenue threshold only triggers the obligation to switch to full accounting; converting into a spółka jawna is only possible voluntarily, by a unanimous decision of all partners.

Can a civil partnership itself become a shareholder of another company? Not on its own, since it has no legal personality, it’s the individual partners (as individuals or legal entities) who take part in such transactions.

Is a notary needed to sign a civil partnership agreement? Usually not, a written form is enough. A notary is needed only in select cases, e.g. when the contribution is real estate.

How much does registering a REGON and NIP for a civil partnership cost? Obtaining the numbers is free. You only pay if filing through a proxy (PLN 17 stamp duty for the power of attorney).

Bibliography and Legal Basis

  • Act of 23 April 1964, the Civil Code: Art. 860-875 (civil partnership).
  • Act of 29 September 1994 on Accounting: Art. 2(1)(2) (EUR 2 million revenue threshold for full accounting).
  • Act of 15 September 2000, the Commercial Companies Code.

Considering opening a civil partnership? At MojaFirma we offer comprehensive accounting services for civil partnerships: bookkeeping, tax services (VAT, PIT, CIT), ZUS settlements, and consultations. Eliminate accounting hassles.

Author: MojaFirma team.

This article is for informational purposes only and does not constitute legal advice. Every situation depends on the specific contract and individual circumstances. If something about your own situation isn’t quite clear, feel free to book a free consultation with our team.