Limited partnership in Poland

Limited partnership in Poland

Updated on Tuesday 31st March 2020

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Characteristics of a limited partnership in Poland

A limited partnership in Poland is a type of business characterized by the fact that it may, in its own name, acquire rights and incur obligations.

The limited partnership is a commercial partnership, which combines many of the features of typical partnership and certain features of a commercial company. The limited partnership in Poland may be formed by at least two individuals, one as a limited partner and the other one as a general partner .

According to the new law provisions, a limited partnership aims to keep the company under its own name in front of the company's creditors and other legal or financial obligations. In this sense, at least one partner is liable without limitation (the general partner), having unlimited responsibility in relation with the company, and at least one partner with limited liability. If you are interested in starting a business in Poland as a limited partnership, our team of lawyers can help you. They can also help you open a bank account in Poland for your company.


The legal requirements of a limited partnership in Poland

The name of a limited partnership in Poland must contain the name of one or more general partners and the additional designation "limited partnership". It is also acceptable to use the abbreviation "LLP".

The articles of association for a limited partnership in Poland shall include the name and registered office of the company, the objects of activity, the duration of the company (if it is marked), the determination of the contributions by each partner and the value, the indicated amount of the responsibility of each limited partner to creditors. The limited partnership agreement should be concluded in the form of a notarial deed.


The incorporation procedure of a limited partnership in Poland

The limited partnership is formed at the moment of registration. The application file for registering a limited partnership to the register court should include:

  • - a standard application form,
  • - the company's name, registered office and address of the company;
  • - the objects of the company ,
  • - the names or company (s) of general partners and, separately, the names or company which represent the limited partners, as well as the circumstances that limit the ability of a shareholder to act, if any,
  • - the names of persons authorized to represent the company and the manner of representation, where the general partners have entrusted other persons to represent the company,
  • - the sum of the partnership,
  • - the proof of payment for the registration taxes and fees.


The member's obligations

On one hand, the general partner has unlimited liability with all his assets and severally with the other general partners and with the company (according to the Art. 102, 103 of the Commercial Code). A general partner is responsible in several forms: personal, unlimited ( it can not be determined the external relations of the limits of liability of the shareholder), solidarity (lies in the fact that each general partner is responsible for the whole debt jointly and severally with the other general partners and limited partners and the company), subsidiary (a creditor of the company may enforce the assets of the general partner, but this rule does not preclude action against the shareholder before the execution of the company's assets).

On the other hand, the limited partner of a limited partnership in Poland is responsible for the company's obligations to its creditors only to the amount of the share capital injected. However, a limited partner has the right to request a copy of the financial statements, but has no right or duty to manage the affairs of the company, unless otherwise if provided by the articles of association.

When it comes to share of profits and losses of a limited partnership in Poland, the articles of association may freely regulate the principle of profit sharing and participation in the losses of each shareholder.


Contact our Polish lawyers for complete information about the limited partnership in Poland and in other related issues, such as VAT registration and EORI registration.