How to convert a civil partnership into a general partnership?

A civil partnership versus a general partnership – key differences

A civil partnership is one of the simplest forms of conducting business by at least two people. The operation of a civil partnership is governed by the Civil Code, and it is based on an agreement between the partners. A civil partnership does not have legal personality, and in business dealings it is represented by the partners, who are jointly and severally liable for its obligations with all their assets.

A general partnership is a partnership provided for by the Commercial Companies Code. It comes into existence upon entry in the National Court Register (KRS), acquires the status of an entrepreneur and the ability to participate independently in commercial transactions. A general partnership has its own assets and may acquire rights and incur liabilities in its own name. A characteristic feature of a general partnership is the joint and several liability of the partners for its obligations. This means that each partner in a general partnership is liable for the partnership’s liabilities without limitation, with all their assets, jointly and severally with the other partners and the partnership itself; however, a creditor of the partnership may enforce a claim against a partner’s assets if enforcement against the partnership’s assets proves ineffective. This translates into greater credibility and security of operations.

How to convert a civil law partnership into a general partnership? – a step-by-step guide

The conversion of a civil law partnership into a general partnership is possible once certain legal requirements have been met. This procedure is regulated in detail in the Commercial Companies Code and the Act on the National Court Register, and requires compliance with a specific form and sequence of steps.

1. Unanimous resolution of the partners and conclusion of the partnership agreement

The basic condition for the conversion is the adoption, in writing, by all partners of a unanimous resolution to convert the civil law partnership into a general partnership. The resolution should contain:

• an expression of the intention to convert,
• an adaptation of the partnership agreement to the provisions governing general partnerships.

Adapting the agreement means including the mandatory elements required by Article 25 of the Commercial Companies Code, which include:

• the company’s name and registered office;
• a specification of the contributions made by each partner and their value;
• the company’s business activities;
• the duration of the partnership, if specified.

The list of provisions in the partnership agreement may be extended to include other matters of importance to the partners.

Important: It is not possible to convert a civil law partnership into a general partnership via the S24 system – an application must be submitted via the Court Registers Portal.

2. Registration of a general partnership with the National Court Register

The next step is to submit an application for the entry of the general partnership in the National Court Register (KRS). The application is submitted electronically via the Court Registers Portal.

The application must specify, amongst other things:

• the name, registered office and address of the general partnership;
• the company’s business activity;
• the surnames and first names or business names (names) of the partners and the partners’ addresses or their addresses for service or addresses for electronic service;
• the surnames and first names of the persons authorised to represent the partnership, and the manner of representation.

3. Fees and publication in the Court and Economic Monitor

A court fee of PLN 500 applies for the entry of a general partnership in the National Court Register (KRS), and a fee of PLN 100 for the announcement in the Court and Economic Monitor. Additionally, if the application is made by a representative, a stamp duty of PLN 17 must be paid for the power of attorney.

Upon entry in the register, a civil law partnership becomes a general partnership. This partnership is entitled to all rights and obligations constituting the partners’ joint property.

Consequences of the conversion – what is worth knowing?

Legal succession covers all the rights and obligations that the civil partnership held prior to the conversion – for example, permits, licences and tax relief granted to the partners of the civil partnership. As a result, the newly registered general partnership assumes the same rights and obligations as those held by the civil law partnership. This applies in particular to situations where the partners acted jointly as a party to legal relationships. Consequently, the conversion ensures business continuity and operational fluidity, whilst minimising the legal risks associated with changing the company’s legal form.

Do you need legal assistance with the conversion of a civil law partnership into a general partnership?

Converting a civil law partnership into a general partnership can be an important step in the development of your business. It is worth ensuring that the documents are prepared correctly and that the entire procedure runs smoothly. If you need legal support, please contact our law firm. We will help you navigate the formalities and safeguard your legal interests and the security of your business.

Author

Martyna Dobkowska

Associate

She specializes in civil, commercial and business law. In the corporate and energy department, her activities are mainly based on providing corporate services to companies, reviewing and preparing commercial contracts, drafting litigation and non-litigation pleadings and preparing analyses and legal opinions, particularly in the sphere of business law and energy law. She also has professional experience in administrative and civil proceedings, which she gained in Warsaw law firms. She supports the Firm's…

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