General Partnership in Poland

This form of a partnership must have at least two general partners. Business name of the company should contain the surname or a business name of at least one of the partners. This is an additional designation of this company type in Poland.

Representation of the company’s rights and obligations

The company does not have a legal personality but it does have a legal capacity which means it may carry rights and obligations on its own behalf.

  1. It has a juridical capacity which means it may be a party of court proceedings.
  2. It has a procedural capacity which means it may appear before a court independently to defend its interests in Poland.
  3. There is no minimum share capital requirement.

Who can form a general partnership in Poland

Natural persons and companies (legal persons and organizational units not being legal entities to which the applicable laws have granted legal capacity) can become companions in general partnerships.

Such firms may be established by and between different kinds of entities, for instance, a natural person and a legal person or any other type of a company.

Partnership formation enters into effect upon entry in the National Court Register.

Rights and commitments of the partners

The ways the profits among associates are distributed may be regulated by the Articles of Association. But in the absence of relevant contractual provisions, each companion has an equal part regardless of the type and value of their contribution.

A partner cannot be fully excluded from participating in the firm’s profits. Also, profits at first are located towards supplementing a partner’s depleted share.

The Articles of Association may exempt a partner from participating in losses.

Each partner may represent the firm individually unless the Articles of Association set forth different rules for representing the partnership in Poland.

A partner’s liability for the firm’s obligations is unlimited which means up to the full value of a companion’s assets. Accreditor in Poland may request that the entire claim is satisfied from one, several or all of the companions.

Any person who is a part of such a company is liable for its obligations incurred before the date of accession.

If there is a new companion entering a partnership, he or she may enter into all of the rights and obligations of a carrying associate. Accession to the partnership by a new companion is possible solely upon amending the Articles of Association unless the document provides otherwise.

If the document eliminates the requirement to obtain an anonymous approval from all partners, an approval of the majority of the partners’ votes stated in the Articles of Association should be received.

This form of a legal entity in Poland is restricted for certain groups of foreigners. So, please check whether there are any limitations before you proceed with the registration process.