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

Limited partnership is yet another commercial partnership type, which is mainly characterized by an unlimited liability of at least one associate (general partner). The liability of at least one (limited partner) is to a certain extent limited. Such a partnership has no legal capacity.

The performance of business undertakings in the form of a limited partnership is especially alluring for entrepreneurs who do not have financial assets allowing them to open a company on their own, so they have to seek help from investors. In the discussed scenario, an investor is a limited partner, so his or her liability amounts to the value of his or her contribution, whereas individuals establishing said partnership act as general partners, the liability of whom is unlimited and may even cover their private assets. Unless the agreement states otherwise, the value of the contribution of the limited partner can be lower than the limited liability amount, but then the claim of associates releasing the limited partner from the necessity of contributing is considered invalid. According to the provisions of the applicable law regulations, a limited partner has no right nor obligation to act on partnership’s behalf, but different regulations can be included in the documents of incorporation.

Companies run by limited partnerships should include personal data of one or several general partners in their name, proceeded by the „limited partnership” phrase. Please note that the name of the limited partner 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.

The articles of incorporation should be issued in writing to be considered valid. Since just recently, articles of a limited 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 the ePUAP profile. A limited partnership is created after its entering into registers.