Polish Limited Partnership Registration
- Company incorporation in Poland
- Limited Liability Company
- Joint-Stock Company
- Registered Partnership
- Limited Partnership
- Business Partnership
- Representation office in Poland
- Branch in Poland
- Subsidiary / SPV in Poland
- Shelf Company
Limited partnership incorporation in Poland
Polish limited partnership (LLP) (sp.k.) together with a general partnership, a partnership and a limited joint-stock partnership belongs to the category of partnerships. A limited partnership may acquire rights on its own behalf, including ownership of real estate and other property rights, incur liabilities, sue and be sued. Limited partnership and other partnerships require the existence of at least two partners, who may be both natural and legal persons or other entities with legal capacity.
The essence of a limited partnership
A characteristic feature of a limited partnership is, as a rule, the absence of any governing bodies and the existence of two categories of partners with different powers and different scopes of responsibility:
- general partners; and
- limited partners.
General partner in a limited partnership in Poland
As a rule, general partners run the company’s affairs and represent it, but also bear full responsibility for the company’s obligations with all their property. The liability of general partners is subsidiary, which means that they are liable only when the enforcement against the company’s assets proves ineffective.
Limited partner in a limited partnership in Poland
On the other hand, in accordance with Polish Company Law – limited partners, as passive investors, cannot run the partnership’s affairs and represent it, but their liability for the partnership’s obligations is limited to the sum of the limited partnership specified in the partnership agreement.
Name of the limited partnership
The name of the LLP should contain the surname or business name of one or more general partners and the additional designation “spółka komandytowa” (limited partnership may also be used in business transactions – sp. k.). The name of the limited partner may not be entered in the company name, otherwise the limited partner is liable to third parties for the obligations of the partnership without limitations.
Possibility of establishing a limited partnership by foreigners
Every foreigner, even from outside the EU, may establish a limited partnership and conduct business activity in this form, both as a general partner and a limited partner.
Limited partnership’s capital
The limited partnership agreement specifies the amount of the partners’ contributions to the partnership. The limited partnership is quite flexible in terms of capital:
- There is no minimum amount of capital specified in legal regulations.
- Each general partner may bring to the partnership the ownership of movable or immovable estate ( real estate), other property rights, know-how, and even services.
- Limited partner may make a contribution in the form of work or services but only if the contributions in another contributions cover the amount of the limited liability.
Therefore, the limited partnership sum of a liability, defining the scope of the limited partner’s liability, should be covered with the tangible assets, constituting a surety for the company’s creditors.
Representation of a limited partnership
The limited partnership is represented by general partners. A limited partner may represent a limited partnership only as an attorney on the basis of a power of attorney (POA).
Taxation of a limited partnership
As of January 1, 2021, Polish Tax Law introduced the so-called double taxation of LLP’s. As a result, currently limited partnerships are subject to CIT tax on the same terms as a limited liability company or joint-stock company, i.e. at the rate of 9% and afterwards the 19% (subject to meeting the relevant conditions). As of January 1, 2021, Polish law makes available the Estonian CIT (0 % of tax for LLPs.
On the other hand, each partner pays tax (PIT or CIT, depending on whether the partner is a natural or legal person) on his share in the profits at the 19% rate.
Incorporation and registration stages of LLP
- Execution of the partnership agreement by all partners:
- before a notary in the form of a notarial deed; or
- online (in s24 system). In this case, all partners must have an ePUAP trusted profile or electronic signatures to be able to sign the articles of association.
- Registration of a limited partnership in the National Court Register (KRS).
Cost of Limited partnership registration
In terms of expenses related to LLP registration you shall take into account:
- Costs of preparing a notarial deed,
- Costs of a sworn translation (in the case of a person who does not speak Polish),
- Court fees for entry in the National Court Register for an announcement in the MSiG:
- PLN 350 in the case of online registration, or
- PLN 600 – in the case of “traditional” registration,
- Lawyer / Law Firm incorporation assistance fee.
As a result of the registration, the limited partnership:
- will be registered in the National Court Register and receive the appropriate KRS number,
- obtain a tax identification number NIP and will be registered as a taxpayer,
- will receive its own REGON statistical number.