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Limited Partnership in Poland

Limited Partnership in Poland

The limited partnership in Poland is one of the business forms that can be incorporated by two or more partners who share the same business goals. In this case, one of the partners will be involved in the business, while the other will limit himself to only making the needed financial contributions.

Our lawyers in Poland outline the most important information about the limited partnership below. If you would like to register this type of business in Poland, or if you wish to know more about the alternatives, please do not hesitate to reach out to our local team of attorneys.

The 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 legal provisions, a limited partnership aims to keep the business 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.

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 individuals;
  • the founders are not asked to submit a mandatory minimum capital.

If you are interested in starting a business in Poland as a limited partnership, our team of lawyers can help you understand these requirements, as well as the legal provisions for the shareholder’s liability. Moreover, our attorneys can also help you open a bank account in Poland for your company.

We are a full-service law firm in Poland that offers complete legal solutions for businesses and has relevant experience in assisting foreign investors interested in entering the Polish market. We can also help foreign companies open a branch or a subsidiary.

The legal requirements of a limited partnership in Poland

Apart from the characteristics that differentiate the limited partnership from other Polish business forms, 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.

If you would like to set up a limited partnership in Poland, our attorneys can assist throughout its registration phase. You can read more about this essential registration below and you can always contact us if you have questions.

The incorporation procedure of a limited partnership in Poland

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 taxation of a limited partnership in Poland is particular, meaning that the income tax due by the business is payable by the partners, not by the partnership as it is not a legal entity. This means that the partners will pay the personal income tax they are due, according to the profits they have received. If one of the partners is a legal person, then it will have to comply with the requirements for the due corporate income tax.

Polish limited partnership is a VAT payer, should its activities fall under the scope of this indirect tax. Our tax lawyers in Poland highlight the 2023 VAT rates that apply to businesses:

  • 23% standard corporate income tax rate;
  • 0%, 5%, 8% reduced rates applicable to some foods and services;
  • The VAT registration threshold is set at an annual turnover of PLN 200,000 unless the business is not subject to this tax.

limited partnership is required to keep complete accounting records. Our lawyers in Poland can give you complete information about the taxation principles for the limited partnership.

Once the partnership is registered, it is also entered as a payer with the Social Insurance Institution. This means that the individual who will act as one of the partners will be himself a payer of contributions for his own insurance. Our Polish lawyers can give you more details on the requirements applicable to these types of contributions.

The member’s obligations

An important issue to keep in mind for all entrepreneurs who are considering registering a limited partnership in Poland is the shareholder’s liability. The general partner has unlimited liability, meaning that he is liable with all of his assets. A general partner is responsible in several forms: personal, through 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).

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 into the business. 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. In practice, the general partners can agree to have equal shares, regardless of the value of their contributions, and the limited partners may have a profit share according to their effective contribution to the partnership.

The limited partnership can be a suitable business form when the partners agree on their contribution, as well as the level of liability towards the business.

Entrepreneurs who would like to know more about other business forms, as well as those interested in setting up a corporation in Poland, can reach out to our lawyers in Warsaw for details on the advantages and particularities of other types of business entities.

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.