Establishment of a partnership

Not every partner is liable for the obligations of the partnership

Partnership is a company provided for natural persons exercising the so-called liberal professions. It is most often set up by architects, doctors, accountants, chartered accountants, professional advisers and sworn translators, lawyers i solicitors. This company combines the principles of a general partnership with specific rules for the exercise of the liberal professions, regulated in separate legal acts.

The exercise of a liberal profession is usually subject to the acquisition of certain rights and practitioners are most often associated with professional associations.

The distinctive feature of a partnershipIn addition to the possibility for professionals to enter into it, it is the case that a partner is not liable for such obligations of the partnership as arise from the actions of the other partners, as well as for obligations of the partnership arising from the conduct of the partnership's employees who, in the performance of their activities, were under the direction of another partner.

However, the partners may regulate in the articles of association the manner in which they are liable for the obligations of the partnership by analogy to the liability of the partners of a general partnership.

What is needed to set up a partnership?

Partnership agreement should be in writing and contain the legally required provisions. In addition to the analogous contractual provisions as in the case of a general partnership, which you can read about in the previous article Establishment of a general partnership, the partnership agreement should specify additional elements, which include:

  • the definition of the liberal profession to be exercised within the company,
  • the surnames and forenames of the partners who, pursuant to the articles of association, have unlimited liability for the company's obligations, where this has been regulated otherwise than under the Code,
  • the surnames and forenames of the partners who will be entitled to represent the partnership if this right is not exercised by all the partners.

Of course, the partnership firm differs from the general partnership firm. It is structured in such a way that it indicates the name of at least one partner and, in addition, has the designation i partner or i partners or partnership and a designation indicating the liberal profession of the partnership. It is permissible to use the abbreviation sp. p. in trade.

A partnership is formed when it is entered in the register, it is therefore necessary to make a notification to the National Court Register. This is done on official forms, to which a number of required documents must be attached.

Involvement of legal advisers in the establishment of a partnership

Lawyer a provider of such services will help to carry out the entire process. He or she will explain all aspects of the partners' liability, mandatory contractual provisions and additional necessary provisions for the smooth operation of the partnership for many years, and will advise on tax issues.

Such cooperation has many benefitswhich are not worth denying yourself; moreover, it allows you to concentrate on your own profession instead of keeping track of paperwork.

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