General partnerships in PolandUpdated on Friday 11th September 2015
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What is a General partnership in Poland?
A 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.