Limited Joint-Stock Partnership

Purpose

Established for the purpose of operating a business under its name (usually a larger-scale business for example large family enterprises).

Founders

Must be established and conducted by at least two individuals or legal persons or organisational units without legal personality which was granted a legal capacity on the basis of specified act

Minimum capital

50,000 PLN

Legal personality

None. Personal partnership - may in its own name acquire rights, including ownership of immovable property and other rights in rem, incur obligations, sue and be sued.

Liability

At least one partner is liable to the creditors for the debts and obligations of the partnership without limitation (the general partner) and at least one shareholder is not liable for debts and obligations of a partnership. However, if a business name of a limited joint-stock partnership includes  name or a business  name of a shareholder, this shareholder is liable for obligations of a partnership without any limitation.In the same way is liable limited partner performing an act in law in the name of partnership without disclosing his power of attorney or when he acts without authorization or beyond the scope of authorization.

Taxation

PIT declaration - Personal Income Tax, or CIT - Corporate Income Tax; each partner is paying taxes separately.

Establishment process

The deeds of the partnership should be executed in a notarised form and signed by all general partners, whereupon the partnership should be entered into the National Court Register (Krajowy Rejestr Sądowy).

Additional requirements for foreign investors

None.

Representation/organs of a partnership

Limited joint-stock partnership shall be represented by the general partners who were not deprived of the right to represent the partnership under the partnership deed or by valid court decision. A shareholder may represent the partnership only in the capacity of attorney. Limited joint-stock partnership may be also represented by a proxy. In  limited joint-stock partnership a Supervisory Board may be optionally appointed. If a number of shareholders exceeds 25 the Supervisory Board shall be compulsory.