Civil law partnership - partners' liability


A civil law partnership is a company without legal personality. This form of business is regulated by the Civil Code. Characteristic for this company is the ease of setting up and low registration costs, but also the fact that the partners are fully liable. Moreover, a civil law partnership, without legal personality, may not appear in court, incur liabilities or possess its own property. All these activities are performed by its partners, i.e. they incur liabilities, may be a party to court proceedings and, at the same time, are co-owners of assets contributed to the company or developed by it as part of its activities.

Partners of a civil law partnership are jointly and severally liable for the partnership's obligations without limits. This means that their liability is not limited only to a certain amount of capital or contribution, but they are liable with all (including private) assets. It also does not matter how the obligation arose and as a result of the actions of which of the partners. They are all jointly responsible. Thus, partners of a civil law partnership have the same right to represent the company, make decisions or incur liabilities, as well as are responsible for the functioning of the company and the actions of other partners.

In a situation where a civil law partnership fails to meet its obligations, the creditor must remember that he cannot sue the civil partnership as it is, in fact, only a contract. He must sue her partners directly.

Moreover, in the case of a civil law partnership:

  • the creditor may claim the full performance from all partners or only from one of them;

  • the creditor may claim his rights both from the company's assets and from private assets of partners;

  • if the obligation is fulfilled, e.g. by only one partner, he has the right to the so-called recourse, i.e. compensation from other partners.

Even a resignation from the company cannot protect a partner from liability. If the liability arose at the time when he was its partner, he is responsible for it also after leaving the company. Similarly, if a new partner joins the company, if at the time of joining the company it had liabilities or debts, the partner will also be liable for them.