The Code of Commercial Companies and Partnerships provides for several types of business entities, one of which is a limited partnership (spółka komandytowa). A limited partnership has legal capacity, the capacity to perform acts in law and the capacity to be a party to court proceedings. However, just like other partnerships (and in contrast to a limited liability company or a joint-stock company), it does not have a legal personality.
What distinguishes a limited partnership from other partnerships is the fact that it has two categories of partners – a general partner and a limited partner. A general partner is liable for the partnership’s obligations in the same way as a partner in a general partnership, i.e. with all their assets (unlimited liability), on a subsidiary basis (i.e. when enforcement against the partnership is ineffective). A limited partner, on the other hand, is only liable up to the amount specified in the partnership agreement (limited partner’s liability amount). It is worth emphasising that a limited partnership is only liable for its own obligations, and not for the obligations of its partners. Below we explain how to establish a limited partnership quickly and efficiently.
Who can be a partner in a limited partnership?
The entities which may set up and be partners in a limited partnership are as follows:
- natural persons;
- other partnerships;
- legal persons.
Also, just like in the case of a general partnership, partners in a limited partnership may not be civil law partnerships.
Modes of registration of a limited partnership
Currently, it is possible to register a limited partnership in two different modes, independent of each other:
- in the traditional form; and
- over the Internet.
Limited partnership agreement
In order to be valid, a limited partnership agreement must be executed in the form of a notarial deed. Such form is also required for any amendments to the partnership agreement.
Such agreement should include the following elements:
- business name of the partnership;
- its registered office;
- its objects (e.g. machinery production);
- the contributions made by the partners and the value of each contribution;
- the limited partners’ liability (i.e. specification of the maximum amount of their liability);
- the life of the partnership (e.g. indefinite period, 15 years, etc.).
The partnership agreement may also include other elements, in addition to those specified above.
Limited partnership’s business name
The name of a limited partnership must include the name of at least one general partner and the words identifying its legal form: “spółka komandytowa”. If the general partner is a legal person, that partner’s complete name should also be included in the business name of the partnership. It must also be emphasised that the business name of a limited partnership should not include the name of the limited partner.
Registration of a limited partnership in the traditional mode
Registration of a limited partnership requires filing an application with a district court competent for the partnership’s registered office. A limited partnership registration application should include the following elements:
- the partnership’s business name;
- its registered office and address;
- its objects;
- details of the general partners;
- details of the limited partners;
- details of the persons authorised to represent the partnership;
- manner of the partnership’s representation;
- the limited partner’s maximum liability amount (commendam sum).
Registration of a limited partnership over the Internet
Currently, it is also possible to set up a limited partnership online. In such a case, a limited partnership agreement is based on a form available on the website. A limited partnership agreement is executed once the template agreement is filled out and signed with a qualified electronic signature. The agreement may also be signed with the so-called ‘trusted signature’ via the Electronic Platform of Public Administration Services (ePUAP).
The effects of the entry into the register
A limited partnership is formed upon its entry into the business register of the National Court Register. That is when the limited partnership becomes a legal entity.
In conclusion, it is important to emphasise that currently, entrepreneurs wishing to register a limited partnership face the choice of two options – the traditional mode and the online mode. These modes are independent of each other and each has some advantages and disadvantages. Different modes may be appropriate for different businesses, depending on their individual situation. Should you have any doubts as to the choice of the mode that best suits your needs and if you wish to avoid mistakes in the course of the registration procedure, do not hesitate to contact Radkiewicz Lawyers Poland. As a law firm with extensive experience in registering limited partnerships, we will support you throughout the process.
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