Registration of a limited joint-stock partnership – how to set up a limited joint-stock partnership in Poland?

Registration of a limited joint-stock partnership – how to set up a limited joint-stock partnership in Poland?
Jakub Chajdas

Jakub Chajdas

Partner / Attorney-at-law

Registration of a limited joint-stock partnership is one of the prerequisites for its formation. Provisions of the Commercial Companies Code specify several actions that must be made to form a limited joint-stock partnership. The process starts with signing the company’s statutes and is concluded with the registration of a limited joint-stock partnership in the KRS. How to set up a limited joint-stock partnership? What should you know before its registration? Find answers to these questions in the article below.

What steps should you take to register a limited joint-stock partnership?

This form of enterprise is a type of commercial partnership. It does not have a legal personality, but it has legal and judicial capacity.

There must be at least two partners in a limited joint-stock partnership. Namely, the general partner and the shareholder. A general partner has unlimited liability for the obligations of the partnership. General partners and shareholders may be natural persons, legal persons, and organizational units without legal personality but with legal capacity.

The following steps are required to form a limited joint-stock partnership:

  • signing the company’s statutes by the founders,
  • making contributions by the general partners,
  • making contributions by the shareholders,
  • acquisition of an appropriate number of shares in the company by the shareholders,
  • registration of a limited joint-stock partnership in the National Court Register (Polish KRS).

Actions required to register a limited joint-stock partnership – signing the statutes

The founders of a limited joint-stock partnership are the persons who sign the statutes. According to art. 129 of the CCC, the statutes must be signed at least by all general partners.

The statutes of a limited joint-stock partnership must be in a form of a notarial deed. Failure to meet this requirement will result in its absolute invalidity. In such a situation, the registry court will refuse to register the limited joint-stock partnership. The statutes should include all organizational issues. It should also determine the company’s organizational structure and rules of operation.

The statutes of a limited joint-stock partnership must include:

  • the company’s name and registered office,
  • the scope of business activity,
  • the duration of the company, if defined,
  • the specification and the value of contributions made by each partner,
  • the amount of share capital, method of its collection, the nominal value of the shares and their number. There should be also an indication of whether they are registered or bearer shares,
  • the number of shares of a particular type and the rights connected with them,
  • full names or company names of the general partners and their registered offices or service addresses.
  • organization of the general meeting and supervisory board if the law or the statutes provide for the supervisory board.

Preparing the statutes of a limited joint-stock partnership is the first step to its formation. Yet, signing the statutes itself is not enough to establish a company. Signing the statement before a notary public about the acquisition of shares by the shareholders is also required.

Actions required to register a limited joint-stock partnership – making contributions by general partners and shareholders

Another step that must be taken concerns contributions by general partners and shareholders.

The minimum value of the share capital of a limited joint-stock company amounts to 50.000 PLN.

According to Art. 126 of the CCC, contributions to cover the share capital are governed by the rules that apply to a joint-stock company.

Wondering what are other types of commercial companies in the Polish legal system? Which of them best suits your business profile? See characteristic features of each type of company/partnership and the main differences between them in this article

Actions required to register a limited joint-stock company – acquisition of shares

Before registration of a limited joint-stock partnership, all shareholders must submit declarations on its formation. In this way, the shareholders agree to the content of the statutes. Moreover, they declare that they will acquire a particular number and value of shares.

The formation of a limited joint-stock partnership can occur in two cases:

  • at the moment of the acquisition of all shares,
  • on the date of submitting a statement concerning the acquisition of the share capital, if the total nominal value of the shares amounts to 50 000 PLN.

Want to set up a limited joint-stock company or transform your current formation into this type of company?

Registration or transformation of company requires many formalities. Let our expert help you with them. With many years of experience our specialists will guide you step by step to go through the procedures and will take care of details.

Registration of a limited joint-stock company – entry into the register

The last element of the formation process is the registration of a limited joint-stock partnership.

The entry of a limited joint-stock partnership into the register  must be preceded by:

  • making contributions by the shareholders to cover the share capital,
  • indicating persons authorized to conduct the company’s affairs and represent it,
  • establishing a supervisory board, if the shareholders appointed it or if such obligation results from the law.

After the registration, partners must submit the following documents to the registry court:

  • if the statutes provides for in-kind contributions to cover the share capital then, after the registration of the limited joint-stock partnership, the partners must provide a statement by the general partners that making these contributions to the partnership has been ensured;
  • if a supervisory board has been established, a confirming document must be provided. It must include an indication of the composition of the supervisory board; 
  • if regulations require the confirmation of the statutes by public authority, the relevant document must be submitted;
  • statement of the general partners on the acquisition of the minimum nominal value of the shares by the shareholders;
  • if an in-kind contribution was made to the company, the founders’ report must be submitted. The auditor’s opinion should be also enclosed.

From the 1st of July 2021, applications for entry into the register of entrepreneurs are submitted only electronically, together with the court fee.

The elements that should be included in the notification of a limited joint-stock partnership formation to the registry court are as follows: business name, registered office and address of the company, scope of its activity, amount of share capital, full names of persons authorised to represent it, and its duration.

The entry of a limited joint-stock partnership into the register has constitutive nature. This means that a limited joint-stock partnership is not formed until it is registered in the KRS. The date on which a limited joint-stock partnership acquires its legal personality is the date on which the first instance court issues a decision on the registration of a new company in the KRS.

Summary

Preparing statutes of a limited joint-stock partnership is not the only condition required to form it. To get the status of a legal entity, it is necessary to register a limited joint-stock partnership. Its registration must be preceded by the fulfilment of formalities specified in the CCC.

Do you want to set up a limited joint-stock partnership? Our law firm provides support on this matter. We offer both legal advice and assistance in the entire process of registering a limited joint-stock partnership. Do not hesitate to contact our specialists.

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, Warsaw, will be happy to help. If you are interested in company registration in Poland visit our dedicated landing page.

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Jakub Chajdas

Partner / Attorney-at-law

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