Spółka cywilna (civil partnership) is a contract in which at least two persons undertake to jointly pursue an economic goal, usually by making contributions. It is neither a separate legal person nor a commercial company, so the entrepreneurs are the partners themselves, and for the partnership's debts they are jointly and severally liable with their entire private assets. It is a simple and cheap form for small, jointly run businesses, but with growing risk or turnover a commercial company usually works better.
What a spółka cywilna is under the rules
The rules on spółka cywilna are set out in the Civil Code in Articles 860–875. Several features distinguish it from other forms of activity:
- the agreement should be in writing; the written form serves evidentiary purposes;
- a contribution may be money, an item, a right, or also the partner's work or services; unless the agreement provides otherwise, contributions are treated as equal;
- the partnership's assets are the joint assets of the partners; during its duration none of them may dispose of their share or demand its division;
- a personal creditor of a partner cannot during this time satisfy themselves from their share in the joint assets.
Partners may be natural persons but also legal persons, e.g. sp. z o.o. companies. The composition of partners has tax importance, however: for example, ryczałt is available only in a partnership consisting solely of natural persons.
How to set up a spółka cywilna step by step
- Draw up the agreement: purpose and scope of activity, contributions, share in profits and losses, representation rules, duration and conditions for a partner's exit.
- Each partner who is a natural person registers in CEIDG as an entrepreneur or updates their entry with information about the partnership. At the same time they register with ZUS and choose the form of taxation. Registration details are described in the article on CEIDG.
- The partnership obtains its own NIP on form NIP-2 at the tax office and a REGON number. Changes of the partnership's data are reported on NIP-2 within 7 days.
- If the partnership does not use the VAT exemption, it files a VAT-R form before the first taxable sale.
- Open a bank account for the partnership and decide who keeps the records and handles settlements.
From 1 November 2028 the provisions of the amendment of 13 March 2026 (Journal of Laws 2026, item 507) will come into force: the spółka cywilna agreement will be able to be concluded in the CEIDG system using a template, and information on the partnership itself will be published in CEIDG. Partners who have in their entries the partnership's NIP or REGON will have to apply for the publication of information on the partnership by 31 March 2029.
Liability and conduct of affairs
The biggest drawback of this form is liability. For the partnership's obligations the partners are jointly and severally liable, which means the creditor may demand the whole amount from any chosen partner, including from their private assets. A partner who has paid the debt then settles with the others.
Unless the agreement provides otherwise, the Code sets out the following rules:
- each partner may handle ordinary matters alone; if another partner objects, a resolution is needed, and matters exceeding ordinary management always require one;
- a partner represents the partnership to the extent they may handle its matters;
- the share in profits is equal regardless of the value of contributions; it can be changed by agreement, but a partner cannot be entirely excluded from profits;
- in a partnership concluded for an indefinite period, a partner may withdraw with three months' notice at the end of the financial year, and for important reasons — without a notice period;
- a partner's heirs join the partnership only if the agreement so provides.
Partners' taxes and ZUS
A spółka cywilna does not pay income tax. Revenues and costs are allocated to the partners in proportion to their right to the profit share, and each of them settles their share in PIT according to the chosen form: scale, flat tax or ryczałt (the latter is available when partners are natural persons). Partners may choose different forms of taxation.
In VAT the taxpayer is the partnership itself. The turnover-based exemption limit in 2026 is PLN 240,000 and is calculated for the partnership as a whole. Accounting books are mandatory when the net revenue of a partnership of natural persons in the previous financial year reached the equivalent of EUR 2,500,000 or more; below that threshold simplified records are enough.
Each partner pays ZUS contributions for themselves as a person running business activity, with reliefs available on the same terms as for a sole proprietorship. A partner of a spółka cywilna may also use contribution holidays once a year; the limit of 10 insured persons is then counted only on their personal remitter's account, excluding employees hired by the partnership.
When spółka cywilna makes sense and when not
| Good choice when | Better consider another form when |
|---|---|
| two or three people jointly run a small workshop, practice or shop | the activity involves large contractual risk or credit |
| the partners know each other well and trust each other | there are plans to admit an investor or sell part of the firm |
| a low cost of setting up and simple bookkeeping matter | turnover is quickly approaching the accounting books threshold |
| each partner wants to keep their own form of taxation | a separate legal personality and limited liability are needed |
When the firm outgrows this form, the partners can transform it into a general partnership (spółka jawna). This requires adapting the agreement to the Commercial Companies Code and filing with the register court by all partners; upon entry into the KRS the general partnership takes over the rights and obligations from the joint assets. Example: two physiotherapists run a practice as a spółka cywilna. When they plan to open a second location on credit, they consider moving to sp. z o.o. to limit personal risk.
How Good Balance can help
We help with company registration: we prepare the spółka cywilna agreement, partners' entries in CEIDG and NIP, REGON and VAT filings. As part of a legal consultation we compare spółka cywilna with sole proprietorship and commercial companies in terms of liability, taxes and development plans.