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General partnerships in Poland

General partnerships in Poland

Updated on Sunday 26th February 2017

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General-partnerships-in-Poland.jpgA general partnership in Poland (SJ) is a type of business composed of several shareholders (partners) and, according to the Polish Commercial Code, the general partnership is defined as a partnership which is established under its own name and does not represent another commercial company. Moreover, each partner is liable for the obligations of the partnership without limitation of personal assets.

It is unacceptable to create a general partnership in Poland for any purpose other than the exercise of a professional service, as well as to perform some economic activities, such as production and trade, in addition to practicing a profession.

A SJ does not have legal personality, being considered an imperfect legal person and understood as an organizational unit without legal personality, based on a civil law relationship.

Incorporation procedure for a general partnership in Poland

 

For the formation of a general partnership in Poland, the formers are required to enter the company to KRS - National Court Register. Each partner has the right and obligation to report the company to the register. The registered partnership is entered into the National Court Register as an entrepreneur.

The notification of a partnership in the NCR should include:

  • - the company's name, registered office and the address of the company
  • - objects of activity
  • - identification data about the founders, such as address, names, personal identification data
  • - information about the persons authorized to represent the company and the manner of representation
  • - submitted to the court or notarized signatures of the persons authorized to represent the company.

At the same time, there must be attached the proof of payment of court fee and the fee for entry in the Court and Economic Monitor, in amount of PLN 500.

Along with the application form, documentation mentioned above and proof of paid taxes, there must be also provided the agreement of the partnership (articles of association).

The general partnership in Poland is a type of Polish company which is formed at the moment of entry into the Register of Entrepreneurs of the National Court Register.

The application to the National Court Register under the conditions described is also available for the partners who have taken decisions to convert the partnership into a public company. The transformation requires a notification to the court registry by all the partners. Before that, the shareholders should adapt a civil partnership agreement which should contain running provisions.

 

The general partnership articles of association in Poland

 
The articles of association of a general partnership in Poland have to be ready in writing. Moreover, if one of the partner’s contribution to it is:
 
A real estate, then the articles of association of a general partnership in Poland have to be drawn as a notarial deed;
A business, then the articles of association have to be in a written form, including notarized signatures.
 
Our Polish lawyers can provide more information on theses aspects.
 
The articles of association of a general partnership in Poland have to include the following:
 
The name of the business and the registered office of the general partnership;
The kind of contribution brought by every partner and its value;
The corporate scope of the partnership;
Duration of it, if applicable.
 

Actions needed to establish a general partnership in Poland

 
In order to establish a general partnership in Poland, the following actions need to be undertaken:
 
The partners put together the articles of association, personally or through their representatives who have previously been assigned;
The partnership is deferred to the competent registration court by one of the partners. After the partnership has been registered, an application has to be forwarded to the right tax office in connection with the supplementary information which has not been covered in the entry in the National Court Register. Our lawyers in Poland can offer more details on this matter;
The registry court registers the partnership in the National Court Register;
The partners can also submit the application electronically through an e-registration. 
 
Contact our Polish lawyers for further information about the general partnership in Poland and benefit from specialized legal advice in any related issue.

 

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