Inheritance of economic activity in Poland
The issues of inheritance have been regulated in detail in the Civil Code, which states that the property rights and obligations of the deceased are transferred to one or more people upon his death. Importantly, the inheritance does not include the rights and obligations of the deceased closely related to his person, as well as rights that at the time of his death are transferred to designated persons, regardless of whether they are heirs or not. In such a case, is the entry in the CEIDG of the deceased running an individual business subject to inheritance? Is it possible to inherit business activity in Poland?
It is not possible because entry in CEIDG is not a property right or obligation referred to in the Civil Code. It only consists in entering data concerning a registered business activity into the ICT system. According to Art. 29 sec. 1 point 1 of the Act on the Central Register and Information on Economic Activity and the Information Point for Entrepreneurs, the entrepreneur is subject to removal from the CEIDG ex officio, by way of an administrative decision of the minister competent for economy, in the event of a permanent cessation of economic activity by the entrepreneur. The death of a person running a business should certainly be classified as such situations.
The deletion of the entrepreneur from CEIDG is made within no more than 7 days from the date of entering the information about the consent of the entrepreneur into the ICT system.
The provisions of the Civil Code, however, allow for the inheritance of an enterprise, which (pursuant to Article 551 of the Civil Code) should be understood as an organized set of intangible and tangible assets intended for running a business. In this case, the court, at the request of the person having an interest in it, determines the acquisition of the inheritance by the heir. A notary, on the terms set out in separate regulations, draws up an inheritance certificate.
In the event of the testator's continuing economic activity, it is necessary for the heir to obtain his own entry in the business register. Public law rights and obligations cannot be inherited!
Inheritance of shares in a civil partnership
A civil law partnership is not a company within the meaning of the Commercial Code. Each of the partners registers their business under their own name by filling in the CEIDG-1 form, as in the case of sole proprietorship. The partners make a contribution to the company, which becomes the joint ownership of all partners.
As a rule, after the death of a partner in a civil partnership, his heirs do not join the partnership. Then the other co-owners are obliged to pay them back, which results from Art. 871 of the Civil Code:
in kind - things that the testator brought to the company for use and
in money - the value of the testator's contribution as marked in the articles of association, and in the absence of such designation - the value that the contribution had at the time of making the payment.
It is important that the value of the contribution consisting in the provision of services or the use by the company of things belonging to a partner is not refundable.
Moreover, the part of the value of the joint property remaining after deduction of the value of the contributions of all partners equal to the ratio in which the exiting partner participated in the company's profits is paid in cash.
According to Art. 872 of the Civil Code, it may be stipulated in the partnership agreement that the partner's heirs will replace the partnership with the partnership. In this case, one person should be indicated in the company to exercise their rights. Until this happens, the remaining partners may undertake all activities related to the management of the partnership's affairs.
In a situation where the company consists of two partners, and the articles of association do not contain a clause on the basis of which the shares are inherited - the articles of association expire by operation of law. In such a case, the death of a partner means dissolution of the partnership.
Art. 869 of the Civil Code allows its partners, and thus the heirs as well, to withdraw from the company. If the partnership has been concluded for an indefinite period, each partner may withdraw from it by terminating his participation 3 months in advance at the end of the financial year.
For important reasons, a shareholder may terminate his participation without notice, even if the company was concluded for a definite period of time. Important reasons include the accession of the heir to the partnership, as he has no influence on it - inheritance under the applicable regulations.