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Limited partnershipPrint

A limited partnership is intended for conducting business activity under its own business name (this means that the name of the limited partnership should include the name of one or several partners and an additional designation “spółka komandytowa” (“limited partnership”), e.g. ABC Jan Kowalski - spolka komandytowa). The partnership does not have legal personality, but has legal capacity - it may in its own name acquire rights, including the ownership of the real property and other rights in rem, it may incur obligations, sue and be sued (what is legal personality?->).

Who may form a limited partnership?

At least 2 natural or legal persons or organizational units without legal personality who have legal capacity by virtue of the legislation may form a limited partnership (e.g. two civil law partnerships) (what is a natural person, legal person and organizational unit which is not a legal person?->).

Procedures of limited partnership formation

In order to form a limited partnership one should conclude an agreement in a form of a notarial deed and then the partnership should be registered in the National Court Register (KRS) (What is the National Court Register?->).

An application should be filed with the regional court having jurisdiction for the registered seat of the entity whom the entry concerns. An application for the entry of a limited partnership in the register shall be filed on an official form KRS-W1, which must be properly and legibly filled in, in accordance with a partnership agreement. Attachment forms shall also be attached to the application:

- KRS-WB specifying personal details of the partners,

- KRS-WM classifying the objects of the partnership and

- KRS-WK indicating partners entitled to represent the partnership

The court fee for the entry in the register amounts to PLN 500.

A limited partnership shall be formed upon its entry in the register of entrepreneurs of the National Court Register.

Forming of the partnership does not require a minimum initial capital specified by law.

Taxes

Depending on the fact who is the partner, the business activity of the partnership is subject to PIT (personal income tax->) or CIT (corporate income tax->).

Obligations of the entrepreneurs

At least one of the partners is liable without limitation for the obligations of the partnership towards creditors, while the liability of at least one other partner is limited.  It means that in the limited partnership some partners (the so-called limited partners) are prepared to invest their funds in the partnership and take their share in profits, but they do not consent to be liable with their own property for the partnership’s obligations (they do not consent to a risk higher than the contributed amount of money that makes up the limited partner’s contribution). The remaining partners (the so-called general partners) are prepared to run and represent the company and bear full liability for it, as well as cover the possible losses of the firm with their own property.

Categories of foreigners who may form a limited partnership:

Any foreigner who resides in Poland legally may form and conduct limited partnership.

Note: international agreements between individual states and Poland may provide for additional limitations or rights. Therefore it is advisable to ensure whether any international agreement is binding with respect to a given state. The Ministry of Foreign Affairs keeps an online treaties database  where such information is available.

A foreigner staying in Poland illegally (what is an illegal stay? ->) may not conduct business activity

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