The Transformation of Civil Partnerships into General Partnerships

I. Introduction: The Structural Imperatives of Entity Conversion

The civil partnership (spółka cywilna), while ubiquitous among nascent Polish enterprises, presents considerable structural limitations that become increasingly pronounced as business operations mature and expand. The transformation of such partnerships into general partnerships (spółka jawna) under the Polish Commercial Companies Code represents a sophisticated legal mechanism enabling entrepreneurs to preserve operational continuity while simultaneously acquiring the enhanced credibility and structural clarity attendant to registration in the National Court Register (Krajowy Rejestr Sądowy, hereinafter “KRS”).

This analysis examines the substantive and procedural dimensions of such transformations, elucidating the legal framework, practical implications, and jurisprudential developments that inform contemporary practice in this domain.

II. The Rationale for Transformation: Structural Deficiencies of Civil Partnerships

A. The Absence of Legal Personality and Capacity

The civil partnership, notwithstanding its apparent simplicity, labors under significant juridical constraints. It possesses neither legal personality nor legal capacity within the meaning of commercial company legislation. Consequently, it is the individual partners—rather than the partnership itself—who constitute registered entrepreneurs in the Central Register and Information on Economic Activity (CEIDG). Each partner operates in commercial dealings under their individual business name (firma), a circumstance that may engender confusion among counterparties regarding the identity and authority of contracting parties.

B. Advantages Attendant to Transformation

The transformation of a civil partnership into a general partnership ameliorates these deficiencies through several mechanisms:

Registration in the National Court Register ensures transparency vis-à-vis commercial counterparties. Information concerning partners, methods of representation, and the scope of business activities becomes publicly accessible and readily verifiable through official registers.

Segregation of Partnership Assets effects a fundamental change in property relations: assets previously held by partners as joint co-owners under an undivided co-ownership regime (współwłasność łączna) become the exclusive property of the general partnership as a distinct legal entity.

Capacity to Grant Commercial Proxy (prokura) presents a significant practical advantage. A civil partnership, not itself constituting an entrepreneur under applicable law, cannot effectively establish a commercial proxy. The general partnership eliminates this constraint entirely.

Transparent Representation Rules address a persistent source of uncertainty in civil partnership dealings. In the civil partnership, the scope of a partner’s authority depends upon the individually determined “scope of ordinary activities” and may be modified without notice to counterparties. In the general partnership, the manner of representation is manifest and recorded in the public register.

III. The Transformation Procedure: The Simplified Regime Under Article 26 §§ 4–6 of the Commercial Companies Code

The Commercial Companies Code establishes a simplified procedure for the transformation of civil partnerships into general partnerships—one considerably less formalized than transformations between commercial companies proper.

A. Unanimous Partner Consent

The transformation requires the consent of all partners to the civil partnership. Unlike “proper” transformations governed by Articles 551 et seq. of the Code, the statutory provisions do not mandate a formal resolution. It suffices that all partners execute the application to the registry court together with the adapted partnership agreement.

Partners may, of course, elect to adopt a formal resolution concerning the transformation if they deem it appropriate for purposes of procedural clarity and documentation.

B. Adaptation of the Partnership Agreement

Prior to filing with the KRS, partners must adapt the civil partnership agreement to conform to the requirements governing general partnership agreements (Article 26 § 6 of the Code). This constitutes a critical procedural element: the objective is not the execution of an entirely new agreement, but rather the modification of the existing contractual framework.

A general partnership agreement must contain the elements specified in Article 25 of the Code:

• The partnership’s business name (firma), incorporating at least one partner’s surname together with the designation “general partnership” (the abbreviation “sp.j.” is permissible)
• The registered office of the partnership—the locality in which business activities are concentrated
• Specification of contributions to be made by each partner, including their respective values
• The subject matter of the partnership’s business activities
• The duration of the partnership, where a fixed term is contemplated

The adaptation requires written form under penalty of nullity (forma pisemna pod rygorem nieważności). It may take the form of an amendment to the existing agreement or a new consolidated text—in practice, the latter approach is advisable to obviate interpretive ambiguities.

Notably, a general partnership agreement arising from transformation cannot be executed utilizing the template agreement available in the S24 electronic registration system.

C. Application to the National Court Register

The application for registration of the general partnership must be filed exclusively through electronic means via the Court Registers Portal. The application must bear the signatures of all partners—an absolute requirement under Article 26 § 4 of the Code.

The application must be accompanied by:

• The adapted general partnership agreement
• Declarations from partners concerning their addresses for service
• A declaration that the partnership does not constitute a foreign entity within the meaning of the Act on Acquisition of Real Property by Foreigners

D. Registration and Beneficial Ownership Disclosure

The general partnership comes into existence upon its entry in the KRS entrepreneurs’ register. This moment marks the occurrence of all transformation effects specified in Article 26 § 5 of the Code.

Within seven days following entry in the KRS, partners must file beneficial ownership information with the Central Register of Beneficial Owners (Centralny Rejestr Beneficjentów Rzeczywistych). Failure to comply with this obligation attracts monetary penalties.

IV. Legal Consequences of Transformation: The Scope of Succession

Upon registration, the civil partnership “becomes” a general partnership (Article 26 § 5 of the Code). This formulation emphasizes continuity of legal existence—no new entity emerges; rather, the existing organization assumes a modified legal form.

A. Partnership Assets Become Entity Property

All rights and obligations previously constituting the partners’ common assets (held under the regime of undivided joint co-ownership) devolve upon the general partnership by operation of law. This encompasses:

• Rights in rem (including ownership of immovable property and perpetual usufruct)
• Receivables and liabilities
• Rights arising from contracts (lease agreements, equipment financing, commercial contracts)
• Intellectual property rights

Practical Note: Transfer of real property ownership occurs ipso iure, without necessity for a separate agreement in notarial form. Entry in the land register (księga wieczysta) is merely declaratory—it confirms the legal state arising at the moment of the general partnership’s registration.

B. Continuation of Administrative Law Relationships

Pursuant to Article 553 § 2 of the Code (applied mutatis mutandis by virtue of Article 26 § 5), the transformed partnership remains the holder of permits, concessions, and exemptions granted prior to transformation, unless statute or the terms of the relevant decision provide otherwise.

As the Supreme Administrative Court confirmed in its judgment of April 17, 2009 (Case No. II GSK 71/09), this principle applies equally to pharmacy operating permits—the general partnership continues the rights previously granted to civil partnership partners.

C. Continuity of Partnership Membership

Partners to the civil partnership become, as of the date of transformation, partners in the general partnership (Article 553 § 3 of the Code in conjunction with Article 26 § 5). The identity of the corporate nexus is preserved—the entity remains the same partnership in modified legal form, rather than an accession to a newly created entity.

V. Liability for Pre-Transformation Obligations

This issue generates the greatest practical uncertainty. Partners in a civil partnership bear joint and several liability for partnership obligations, with their entire personal assets, without limitation (Article 864 of the Civil Code). What becomes of this liability following transformation?

A. Obligations Devolve Upon the General Partnership

Obligations incurred within the framework of the civil partnership become, upon transformation, obligations of the general partnership. This follows directly from Article 26 § 5 of the Code—the general partnership “is entitled to all rights and obligations constituting the partners’ common assets.”

B. Personal Liability of Partners: The Three-Year Rule

By analogy to Article 584 of the Code, partners remain liable for obligations incurred prior to transformation under the pre-existing regime for a period of three years from the date of transformation.

This means that throughout this period, creditors may seek satisfaction both from the general partnership and directly from the partners—without first being required to pursue execution against partnership assets.

Important: The joint and several liability of partners and the general partnership for pre-transformation obligations partakes of the character of liability in solidum—it does not derive from the statutory provisions governing joint and several debtorship, but rather from distinct legal bases.

VI. Matters Excluded from the Transformation’s Scope

Not all rights and obligations devolve upon the general partnership through transformation.

A. Administrative Penalties Imposed on Partners

As the Supreme Administrative Court explained in its judgment of April 27, 2021 (Case No. II GSK 1106/18), monetary penalties imposed on natural persons conducting business in the form of a civil partnership do not pass to the general partnership. Such penalties do not constitute “partners’ common assets” nor permits or concessions within the meaning of Article 553 § 2 of the Code.

The general partnership accordingly cannot become a party to administrative proceedings conducted regarding the imposition of penalties on natural persons who were partners in the civil partnership.

B. Victim Status in Criminal Proceedings

Pursuant to the decision of the Katowice Court of Appeal of July 2, 2008 (Case No. II AKz 476/08), transformation of a civil partnership into a general partnership does not effect a “transfer of victim status” to the newly formed entity. Victim status remains intrinsically connected to the person whose legally protected interest was violated by the criminal act.

C. Rights Requiring Separate Assignment

In the case of certain rights—particularly industrial property rights filed with the Patent Office—demonstration of legal succession through a separate assignment document may be required. As the Warsaw Voivodeship Administrative Court indicated in its judgment of December 9, 2011 (Case No. VI SA/Wa 2033/11), special provisions of industrial property law may mandate additional formalities for effective transfer of rights.

VII. Transformation and Partner Contributions

Adaptation of the partnership agreement to general partnership requirements necessitates specification of contributions and their values. In practice, this may occasion difficulties, particularly where:

• The civil partnership agreement did not specify the value of non-monetary contributions
• Contributions were made many years prior
• Certain partners participated in the partnership on the basis of undertakings not constituting contributions in the strict sense

Practical Resolution: The adapted agreement should describe and value the contributions of those partners who undertook to make them. Transformation does not require the making of new contributions—the civil partnership’s assets constitute the operational foundation of the general partnership.

Contractual valuation is not subject to registry court review for conformity with market value. It suffices that the partners reach agreement on contribution values inter se.

VIII. Circumstances in Which Transformation May Not Represent the Optimal Course

The transformation procedure presupposes preservation of the existing partnership composition. Where partners contemplate simultaneous modification of the ownership structure—for instance, the withdrawal of one partner or the admission of a new one—transformation may not represent the optimal solution.

In such circumstances, consideration might be given to:

• Withdrawal of the relevant partner from the civil partnership prior to transformation
• Formation of a new general partnership and contribution of the civil partnership’s enterprise as an in-kind contribution
• Transformation into another commercial company pursuant to Article 551 § 2 of the Code (the “proper” transformation procedure)

IX. Conclusion: Summary of Critical Considerations

The transformation of a civil partnership into a general partnership constitutes a relatively straightforward procedure enabling preservation of business continuity while simultaneously securing the advantages attendant to operation within the framework of a commercial company. The key to successful execution of the process lies in meticulous preparation of documentation—above all, a partnership agreement properly adapted to Code requirements.

The substantive and procedural framework examined herein demonstrates that Polish law has developed a sophisticated mechanism for entity conversion that balances considerations of commercial efficiency against the imperative of protecting creditor interests and ensuring transactional certainty. While certain doctrinal debates concerning the theoretical characterization of transformation—whether as true legal continuity or universal succession—persist in academic literature, the practical consequences remain well-established through consistent jurisprudential development.

Kancelaria Prawna Skarbiec specializes in corporate services for companies, including the conduct of transformations and business structure reorganizations. Should you be contemplating the transformation of a civil partnership or require assistance in preparing the requisite documentation, we invite your inquiry.