General partnership in Poland – specificity, is it worth to open it?

General partnership is a type of business operation, the nature of which is discussed in the Code of Commercial Companies. It is one of the easiest forms of performing commercial actions available. Such a form of operation can be registered by individual or legal persons. At least two parties are required to establish a general partnership. It does not have a legal personality but rather the capacity to act in law, which means that it can act as a complainant and a defendant, as well as can acquire laws and assume obligations.

The articles of incorporation should be issued in writing to be considered valid. Since just recently, articles of a general partnership incorporation can be made basing on a pre-made template. It requires parties interested to conclude an agreement available in an IT system and sign said documentation by means of utilization of a digital signature or a signature certified with theePUAP profile. Articles of incorporation should include: name and seat of the partnership, specification of the value and type of material contribution of each of shareholders, scope of operation, and partnership duration (if applicable). A general partnership is created after its entering into registers.

General partnership can perform business undertakings under its own name. Said company’s identification should include general name and personal data of all partners or the name and personal data of one or several associates, proceeded by the “general partnership” phrase. The capital of such a partnership includes all assets being the contribution of involved shareholders, as well as those collected in the course of its operation. In the case of a general partnership, its initial capital is not limited either with regard to minimal or to maximal amount. Each associate is liable for the actions of the partnership and his or her liabilities amount to the value of the entire contribution. Partnership’s creditor can carry out enforcement against an associate if the enforcement against the partnership is impossible The articles of incorporation can, however, state that a given associate has no right to represent the partnership or is allowed to act on its behalf only while accompanied by yet another associate or proxy. A general partnership does not have specific regulatory and supervisory bodies, and its functioning is predominantly based on the mutual trust between cooperating associates.
Registering a general partnership is predominantly advised in the case of small business, where the amount of material liabilities is to a great extent limited.