Limited joint-stock partnership in Poland – specificity, is it worth to open it?

Limited joint-stock partnership is yet another available form of cooperation which, at the first glance, may be considered similar to its limited counterpart. According to the definition included in the Code of Commercial companies, a limited joint-stock partnership is a kind of undertaking based on conducting business undertakings under its own name, in the case of which at least one associate has an unlimited liability towards creditors, whereas at least one of remaining associates acts as a shareholder. In the case of such a partnership, the shareholder is required to satisfy claims indicated in the statute and is not responsible for the actions of the partnership as such. On the other hand, the general partner assumes liability for the actions of the partnership amounting to all of his or her assets.

A company established by such a partnership should include personal data of one or several general partners in their name, proceeded by the „limited joint-stock partnership” phrase. Please note that the name of the shareholder cannot constitute a part of company’s name, as then he or she would have his or her liabilities towards third parties extended to the scope typical for general partners. Each and every general partner has the right and obligation to manage partnership’s matters. Nevertheless, the statute adopted may state whether supervision should be exercised by one or more general partners. The partnership as such is represented by general partners. Shareholders can represent it as a plenipotentiary, but if they decide to undertake legal actions on its behalf, they will have an unlimited liability towards third parties. The statement above also relates to shareholders without legal capacity and those exceeding their powers.

Individuals signing partnership’s statute are considered its founders. The stature should be signed by each and every general partner and the document in question shall have the form of a notary deed. The initial capital of said partnership should amount to no less than PLN 50 000.

Running a company as a limited joint-stock partnership is favorable as shareholders are not responsible for company’s liabilities, whereas general partners have remarkable decisive powers and do not need to contribute in the process of initial capital accumulation. Nevertheless, there is a significant drawback, namely – the amount of the initial capital required and notably costs of registering and managing a company in such a mode.