Open a Limited Partnership in Poland: Incorporation Guide

Opening a limited partnership in Poland involves following certain regulations that must be met. Our team of Polish attorneys will help you with the whole process of incorporation, including the drafting of the partnership agreement, registration in KRS and other necessary legal procedures.

Quick Facts
Who can open a limited partnership in Poland	Two or more natural or legal persons
Is partnership agreement mandatory (YES/NO)	YES, our lawyers can help you draft it.
Minimum shared capital	None
Liability	The general partner is fully liable; The limited partner is limited only to the contributed amount.
Incorporating the limited partnership	– draft partnership agreement, – register with National Court Register, – obtain REGON number, – notify tax authorities, etc.
Corporate income tax rate	– 19% (standard), – 9% (for revenue up to 2 million euros)
VAT registration	Mandatory for selling taxable goods/services exceeding PLN 240,000/year (from 2026) or if supplying certain goods in Poland. Our attorneys can help with the registration.
VAT rates	– 23% (standard rate); – 8%, 5%, 0% (reduced)
Partnership name	Must include general partner’s name and “spółka komandytowa” or “sp. k.”; Must not include the limited partner’s name.
Annual report	Prepared within 3 months from the end of the fiscal year.
Estonian CIT – characteristics	Partnership can pay corporate income tax for distributed profits only, if it meets certain conditions; Rates are either 10% or 20%.
Required documents	– application form, – partnership agreement, – partners’ address, – proof of paid registration fee, – ID documents of partners, etc.
Advantages of a limited partnership	– limited liability for limited partners, – Estonian CIT system, – easy incorporation process, – flexible management, etc.
Number of double taxation treaties (approx. )	88
Assistance	We have a dedicated team of lawyers in Warsaw and other Polish cities ready to assist entrepreneurs who want to open a limited partnership.

What services does your team of lawyers offer for establishing a limited partnership in Poland?

Legal support is provided by our team from the planning stage to the process of registration of the limited partnership in Poland, which involves such services as:

consultations on the Polish limited partnership structure;
legal support in the preparation and examination of the partnership agreement;
company naming;
KRS registration papers preparation;
registration procedure support;
obtaining the necessary numbers regarding taxes and statistics;
opening a corporate bank account;
support in VAT registration;
support in EORI registration (for international business).

Which are the characteristics of the limited partnership in Poland?

Some of the most important characteristics of the limited partnership are the following:

it has legal and judicial capacity (it can enter into agreements, sue and be sued); it has procedural capacity (can defend interests before the court) – by virtue of its founder’s ability to engage in these activities;
it does not have legal personality although it exhibits the capacities above; this is because the partnership, as a business entity, is devoid of legal personality;
it is incorporated by at least 2 partners (natural or legal persons);
the founders are not asked to submit a mandatory minimum capital.

What are the legal requirements for opening a limited partnership in Poland?

Entrepreneurs who are considering setting up this business form should also be aware of the following requirements:

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 Polish abbreviation for this business form;
the articles of association for a limited partnership in Poland shall include the name and registered office, the objects of activity, the duration (if it is limited), 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 partnership is registered in the National Court Register and it received a NIP and a REGON number when this registration is finalized.

What is the incorporation procedure of a limited partnership in Poland?

A limited partnership is formed at the moment of registration. The application file for registering a limited partnership in Poland 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.

What are the benefits of limited partnership in Poland?

The benefits of limited partnership in Poland include the following:

Limited liability: limited partners have their liability limited according to the rules governing this kind of partnership.
Flexibility: partners are free to define their roles, investments and profit sharing.
No statutory minimum capital: establishment of such a partnership does not require minimum share capital.
Defined managerial role: the general partner may act as a manager and representative of the partnership.
Flexibility of participation: the partnership structure can embrace both active business people and investors.
Foreign participation: foreign nationals and companies may become partners in such a partnership provided that relevant Polish regulations are fulfilled.

Is it possible for foreigners to establish a limited partnership in Poland?

Yes, foreigners can establish a limited partnership in Poland and be partners under the relevant Polish regulations. Foreigners may need support with:

preparation of the partnership agreement;
document preparation;
registration in KRS;
tax and VAT registration;
opening of a business bank account.

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