For lawyers, doctors, and other professionals who’d rather not pay for their colleagues’ mistakes, Polish law offers an elegant—if underutilized—corporate form.
In the taxonomy of business entities, the professional partnership occupies a peculiar niche: it exists solely for people who have spent years acquiring credentials that most of us will never possess. You cannot stumble into one. The law is explicit about who belongs: attorneys, physicians, architects, certified public accountants, patent agents, notaries, tax advisers, veterinarians, midwives, pharmacists, sworn translators, and a handful of other professionals whose work requires state-sanctioned expertise. Everyone else—the restaurateurs, the tech entrepreneurs, the widget manufacturers—must look elsewhere.
This exclusivity is not mere professional vanity. It reflects something fundamental about how liability travels through an organization, and why, for certain kinds of work, the traditional rules of partnership can feel less like shared responsibility than shared ruin.
Consider the predicament that gave rise to this corporate form. In an ordinary partnership, all partners answer for all the partnership’s debts—a principle that sounds equitable until you imagine its application to, say, a law firm. Partner A botches a merger, exposing the firm to a malpractice judgment that could bankrupt everyone involved. Partner B, who works in an entirely different practice group, who has never met the aggrieved client, who may not even occupy the same floor of the building, discovers that her personal assets—the house, the retirement account, the children’s college fund—are now collateral for someone else’s professional failure.
The professional partnership exists to sever this chain of contagion. Its defining feature is what lawyers call “separation of liability”: a partner bears no personal responsibility for obligations arising from another partner’s professional work, nor for the errors of staff working under another partner’s supervision. The malpractice stays with its author.
This is not a minor distinction. It is the entire point.
The form originated in the United States, where the collision of two American enthusiasms—litigation and astronomical damage awards—made the traditional partnership increasingly untenable for professionals. Texas led the way in 1991, creating the Limited Liability Partnership for a narrow set of regulated professions. The model spread, eventually crossing the Atlantic to Germany, whose Partnerschaftsgesellschaft provided the direct template for Poland’s version when the country overhauled its commercial code at the turn of the millennium.
The Polish adaptation arrived with a distinctly continental sensibility. Where American partnerships often cap liability at the value of one’s capital contribution—a model familiar from limited partnerships—the Polish version simply eliminates cross-liability for professional misconduct altogether. Your colleague’s mistake is not your problem, full stop. (For ordinary business debts—rent, office supplies, the monthly coffee service—traditional joint liability still applies. The protection is surgical, not total.)
There is another novelty: unlike other Polish partnerships, the professional partnership may establish a formal management board, borrowing governance mechanics from the limited-liability company. For larger firms with many partners, this allows a separation between ownership and day-to-day management that would otherwise require a different corporate form entirely.
Forming a professional partnership requires no notarized documents and no minimum capital. The partnership agreement—which must be in writing—specifies the firm’s name and seat, identifies the partners and their respective professions, describes the business activity, and outlines each partner’s contribution, whether in cash, property, or services rendered. If only certain partners will have authority to represent the firm, their names must appear in the agreement as well.
Registration follows through Poland’s National Court Register, conducted entirely online. Errors in the application can delay matters for months, during which the firm exists in legal limbo, unable to conduct business. The bureaucratic choreography rewards precision.
The firm’s name must include at least one partner’s surname plus a designation indicating the partnership form—typically “i partnerzy” (and partners) or “spółka partnerska” (professional partnership). Hence: “Kowalski i partnerzy—Kancelaria Radców Prawnych” (Kowalski and Partners—Legal Counsel), or “dr Malinowski i partner—Lekarze Dentyści” (Dr. Malinowski and Partner—Dental Practitioners). The naming convention serves as public notice: those dealing with the firm can infer, from its very title, something about its liability structure.
A common misconception holds that partners in such a firm must actually collaborate—sharing clients, coordinating on matters, functioning as a unified practice. The law imposes no such requirement. Partners may operate essentially independent practices under a shared umbrella, pooling only what they choose to pool: overhead costs, administrative staff, a prestigious address, a recognized name. The arrangement can be as integrated or as atomized as the partners prefer.
This flexibility extends to the professions themselves. A single partnership may house practitioners of different fields, provided the governing statutes for each profession permit such combinations. Attorneys, tax advisers, and patent agents may coexist comfortably; notaries, bound by stricter rules, may not join them. The permutations require careful consultation with the regulations specific to each profession.
From a tax perspective, the professional partnership offers what accountants call “transparency”: the entity itself pays no corporate income tax. Profits flow through to the partners, who report them on their individual returns. This avoids the double taxation endemic to corporations, where earnings are taxed once at the entity level and again when distributed as dividends. Notably, the professional partnership escaped the tax law changes that, beginning in 2021, stripped similar treatment from limited partnerships and certain general partnerships. For professionals weighing their options, this has become a meaningful consideration.
As of late 2023, roughly twenty-five hundred professional partnerships operated in Poland—a modest figure compared to the tens of thousands of general partnerships and limited partnerships, but one that has grown steadily since the form’s introduction. The overwhelming majority cluster in two sectors: legal and accounting services (about fourteen hundred firms) and health care (about nine hundred). These numbers suggest that the partnership has found its audience, even if it remains, in the broader corporate landscape, something of a specialty item.
The largest and most internationally connected firms in these fields often choose different structures—typically limited partnerships that can accommodate institutional investors or integrate with global networks. The professional partnership, with its restriction to individual practitioners, cannot easily serve these purposes. It is built for collegial arrangements among peers, not for the architecture of multinational enterprise.
The question, then, is not whether the professional partnership is superior to its alternatives—corporate forms are tools, not contestants—but whether its particular combination of features suits a particular set of circumstances. It offers liability protection without the tax complexity of a corporation. It permits flexible internal arrangements without requiring a formal management structure (though it allows one). It provides the credibility of court registration without the capital requirements of a limited-liability company. And it does all this while remaining available only to those whose work, by its nature, exposes them to the distinctive risks of professional practice.
For the physician who wishes to share an office but not a destiny with colleagues, for the attorney who values both collaboration and insulation, for any professional who has contemplated the fragility of a career built on expertise and reputation—the form merits consideration. It will not suit everyone. But for those it was designed to serve, it addresses a problem that other structures leave conspicuously unsolved: how to practice together without being liable together, how to share success without necessarily sharing catastrophe.
The paperwork is not onerous. The tax treatment is favorable. And the protection—for the specific category of risk that haunts professional life—is real.
It is, in its quiet way, an elegant solution to an old problem. That it remains underutilized may say less about its merits than about the inertia that governs most organizational decisions. Professionals, like everyone else, tend to choose what they know. But for those willing to examine the options, the professional partnership offers something genuinely distinctive: a corporate form that understands, in its very architecture, the particular anxieties of professional work.
