A limited partnership may be an interesting alternative to other partnerships in Poland. How does a limited partnership in Poland work? What distinguishes this form of activity and who most often chooses it? Where to get help in providing legal services for businesses? You will find answers to these and other questions in the text below.
How to run a business in Poland?
There are plenty of ways to run a business in Poland. Let’s focus on two most common options. The first option is a sole proprietorship (an unincorporated business with a single owner who pays personal income tax on business profits). The second form is running a business in the form of a company – e.g. a general partnership, limited liability company or a limited partnership. Let’s focus on this last form of business.
Limited Partnership Company in Poland – how does it work?
A limited partnership in Poland can be described as a hybrid partnership because it has two groups of partners with different positions in the company. A limited partner (komandytariusz, often called a passive partner) cannot represent the company or manage its affairs. The limited partner is liable up to the amount of the limited partnership sum.
A general partner (komplementariusz) is an active partner. He actively manages the company’s internal affairs and represents it externally. The ability to influence the activities of a limited partnership comes at the cost of possible loss of assets, as the person is liable for the partnership’s obligations with all of his or her assets (including private assets).
Limited partnership in Poland – how to prepare?
Registration of a limited partnership in Poland requires consideration of certain matters. These are technical issues that will have to be indicated in the contract.
What should you consider before establishing a company in Poland?
1.Who will be the general partner and who will be the limited partner?
Think about the real risks associated with business failure.
2. Name of company
The business name of a limited partnership in Poland must include the surname or name of the general partner and the designation “limited partnership”.
3. The amount of the company contribution and the limited partnership sum
Think with your partner about how much contribution you need and how much you can realistically contribute. The contribution does not have to be only money, but also other components (e.g. premises, production machines).
Limited partnerships – one of the most popular forms of business in Poland
Limited partnerships in Poland, right after the limited liability company, were the most frequently chosen form of running a business among all commercial law companies. In 2023, as many as 1,000 new companies of this type will be established!
There are two ways to register a limited partnership:
- via Internet,
- at the notary’s office.
Online registration takes place on the S24 portal, therefore each partner of the limited partnership must have an active account on this website. Establishing a company involves creating company documents and signing them with an electronic signature. All document templates have been made available in the system. Then, an application for company registration is generated. The application together with the company agreement is automatically sent to the registry court.
The cost of applying for registration of a limited partnership online is PLN 350. The fee is collected when the contract is prepared via the S24 portal.
The limited partnership agreement in Poland can also be concluded at a notary. All partners of the company must appear at a notary. The advantage of concluding a partnership agreement in a notarial deed company is the ability to freely shape the content of the agreement. The procedure is more expensive than registering the contract via the S24 system.
Advantages
Running a limited partnership in Poland brings many benefits. Get to know the most important advantages of this form of doing business:
- No minimum share capital
The regulations regarding a limited partnership do not specify the minimum amount of contributions that partners are obliged to make to it. Theoretically it can be PLN 1.
- Flexible shaping of responsibility
You can freely shape the provisions that will ultimately determine the financial liability of the partners. It is important that there is at least one general partner and one limited partner
- Paying advances on profits
This differs from a limited liability company, where certain requirements must be met in order to receive an advance payment for dividends.
- Online registration
A limited partnership in Poland can be established online via the S24 system. In the same way, changes can be made to the company agreement.
- Possibility of continuing the partnership after the death of the limited partner
Only the death of the general partner will cause the partnership to be dissolved.
Disadvantages of a limited partnership in Poland
Of course, as in any case, there are some disadvantages associated with running a limited partnership in Poland. The most important of them include:
- Full liability of general partners
General partners are fully liable, including their personal property.
- Limited decision-making ability of limited partners
Limited partners do not have much influence on the business and cannot represent the company.
- Full accounting is required
In a limited partnership in Poland, it is mandatory to keep full accounting. This involves incurring additional costs.
Legal services for companies
Is it worth running a limited partnership in Poland? Definitely yes! Limited partnerships work great if the partners want to divide responsibilities, risks and financial contributions. One of them is involved in matters related to the operation of the enterprise, and the other’s task is to provide financial input. However, establishing a limited partnership in Poland may be difficult for a foreigner. However, with the help of our CMM law firm, you will meet all legal requirements and complete formalities.
What is included in the scope of legal assistance when establishing a company in Poland?
- comprehensive support in the process of establishing a limited partnership in Poland,
- support throughout the entire period of the company’s existence,
- assistance in disputes and conflict situations,
- full assistance in completing all formalities.
FAQ: Limited Partnership in Poland. The most frequently asked questions
What is a limited partnership?
A limited partnership is a type of partnership with two types of partners: general partner and limited partner. The general partner is liable for the partnership’s obligations without any restrictions, while the limited partner’s liability is limited to the amount of the contribution made.
What are the requirements for establishing a limited partnership in Poland?
It is necessary to conclude a partnership agreement in the form of a notarial deed, register the company in the KRS and make the required contributions by partners.
Are limited partnerships taxed once or twice?
According to CIT regulations in Poland, Corporate Income Tax (2021), the tax must be paid twice. The new regulations mean that profits distributed by limited partnerships that are CIT taxpayers are now subject to double taxation of income paid to partners.
What are the differences between a general partner and a limited partner?
The general partner manages the company and is liable for its obligations with all his assets. The limited partner does not participate in the management of the company and his liability is limited to the amount of the contribution made.
What are the benefits of running a limited partnership?
A limited partnership allows for flexible business management and attracts investors who want to limit their liability. Additionally, this company has a favorable tax status.
What does the process of liquidation of a limited partnership look like?
Liquidation of a limited partnership requires adopting a resolution dissolving the company, appointing liquidators, repaying liabilities and dividing assets among the partners. The final step is to remove the company from the KRS.
