A limited partnership, next to an LLC, is one of the most popular types of Polish companies. This form allows for limiting the liability of a partner for the obligations of the partnership, up to a certain amount. How to establish a limited partnership in Poland? We explain the article below.
Table of Contents
- Partners in a limited partnership
- Who can establish a limited partnership in Poland?
- The agreement of a limited partnership
- Establishing a limited partnership in Poland with a notary public
- Establishing a limited partnership online – what does it look like?
- Registering a limited partnership into the KRS – what is necessary?
- What is the difference between setting up a limited partnership in Poland with a notary and online?
Partners in a limited partnership
Let’s start with the fact that there are two types of partners in a limited partnership:
- General partners – they represent the company and are liable for its obligations (debts) without limitation,
- Limited partners – they are liable for the company’s obligations limited to the amount specified in the contract ( the limited liability amount).
A limited partnership must have at least two partners. A one-person limited partnership is not an option. The partnership must include at least one general partner and one limited partner.
The surname or business name of at least one of the general partners must appear in the business name of the limited partnership. Of course, you can use an additional designation in the company name. The designation “spółka komandytowa” (which translates into limited partnership) is obligatory.
Who can establish a limited partnership in Poland?
The partners of a limited partnership may be both natural persons and legal persons. The nationality or country of origin of the partner is irrelevant. A foreign company or a non-EU foreigner can also become a partner in a limited partnership.
The agreement of a limited partnership
The first step to establish a company is always concluding its agreement. You may conclude the agreement of a limited partnership in two ways:
- in the form of a notarial deed,
- via the Internet (using the S24 system).
Establishing a limited partnership in Poland with a notary public
You can form a limited partnership at a notary public. The partners sign a notarial deed containing the agreement of the limited partnership.
Thus, to form a company, it is necessary for the partners to be present at a notary public. Alternatively, a partner may grant a power of attorney to form the company to another person. Such a document also requires the form of a notarial deed. In such a case, the agreement of the limited partnership is signed by a proxy, on behalf of the principal.
Establishing a limited partnership online – what does it look like?
You may form a limited partnership via the Internet. The partnership’s agreement is then signed electronically in the S24 system. The Ministry of Justice governs the system. You can sign such an agreement with either a qualified electronic signature or a trusted profile (ePUAP).
Registering a limited partnership into the KRS – what is necessary?
Signing the agreement is not enough. It is also necessary to enter the company into the National Court Register (Polish: KRS). A limited partnership is formed when it is registered into the KRS, not when its agreement is signed.
To register a company in the KRS, you have to file an application with the registry court. The general partners of the company, or its proxy sign the application for registration of the company. General partners can authorise a legal counsel or an attorney-at-law to act as a proxy.
If you form a company with a notary, you must submit the application to the court via the electronic Court Register Portal.
If you signed the agreement in the S24 system, you have to submit the application in the same way. Companies formed via the S24 system must send the application to the court within 7 days following the signing of the contract. If you fail to meet the deadline, the court will refuse to register the company.
You have to complete the application with a number of documents. Among them, there should be statements from the general partners about their service addresses.
Once the partnership is registered, additional supplementary information should be sent to the tax office. This information shall be submitted on the NIP-8 form. The deadline for submitting the NIP-8 is 21 days from the date of registration of the company in the KRS.
Another important formality related to registering a partnership into the KRS is the obligation to report it to the CRBR. CRBR stands for Polish Centralny Rejestr Beneficjentów Rzeczywistych. It translates into the Central Register of Real Beneficiaries. You have to send the CRBR notification within 7 days of the company’s entry into the KRS. The lack of entry may result in heavy financial penalties.
What is the difference between setting up a limited partnership in Poland with a notary and online?
The main difference is the waiting time for the company to be entered in the National Court Register. Companies established in the S24 system are usually registered within 2 business days. For companies established traditionally (with a notary public), the waiting time is about 2 weeks.
The second difference is the costs – in the case of a company formed online, notarial costs are not covered. The court fee for an application filed in the S24 system is also lower, as it is 350 PLN. In the case of a company established with a notary, the fee to the court is 600 PLN.
So what is the advantage of setting up a limited partnership with a notary? The content of an agreement signed at a notary’s office can be more complex. This is because agreements in the S24 system are concluded on the forms provided by the system. Such agreements have only basic provisions. It is not possible to include detailed solutions regulating relations between partners. Such provisions often help in the everyday operations of the company. They can also be useful in countering potential conflicts between partners. Establishing a limited partnership with a notary helps protect the interests of partners better.
If this article was interesting for you and you want to know more on the topic it concerned we encourage you to contact us. Specialists from our law firm in Poland, will be happy to help. If you are interested in company registration in Poland visit our dedicated landing page.