Limited joint-stock partnership
The structure of a limited joint-stock partnership combines solutions taken from partnerships (especially a limited partnership), as well as from a joint-stock company, which is a capital company. With regard to general partners, like in other partnerships, its characteristics are permanent membership and a big importance of personal qualities of the partners. Shareholders on the other hand, may change often and their personal qualities are of no great importance, which makes this partnership similar to capital companies. A general partner, like in a limited partnership, is an active investor, who bears unlimited liability with all his assets for the partnership’s obligations. A shareholder is a passive investor who takes up or purchases shares issued by the partnership. The shareholder, as a rule, bears no personal liability towards the partnership’s creditors and his basic obligation is to make a contribution. However, the partnership’s statute may impose also other duties on a shareholder.
A limited joint-stock partnership has a general meeting and there is a possibility to appoint a supervisory board (it is obligatory when there are more than 25 shareholders).
Preferred scope of activity |
Intended to conduct business activity on a big scale (laws demand a minimum share capital of 50 000 PLN which is about 12 600 EURO) |
Purpose |
The purpose of a limited joint-stock company must be to conduct business activity. |
Company |
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Appropriate register |
The register of Entrepreneurs of the National Court Register (KRS). A regional court adequate to the partnership’s registered office. |
Partners |
Partners in a limited joint-stock partnership may be natural persons, legal persons, and organisational units without legal personality to whom the law grants thereof. The same entity may be a limited partner and a shareholder at the same time. |
Partnership's statute |
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Partners ' Contributions |
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Share capital |
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Partnership's representation |
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Managing partnership's affairs |
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Taxation |
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ZUS premiums |
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Partnership's liability |
The partnership is liable for its obligations with all assets, unlimitedly, jointly and severally with general partners |
Partners' liability |
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Actions necessary to establish a limited joint-stock partnership
1. Adopting the statute of a limited joint-stock partnership in the form of a notary deed
The statute has to be executed by at least all general partners .
2. Making statements in the form of a notarial deed by the partnership’s prospective shareholders, in which they will:
- consent to the formation of the partnership,
- consent to the wording of the statute,
- take up shares, and in exchange agree to make contributions on the previously set due date ,
- state, that they have become acquainted with the founders’ report describing in-kind contributions, and with the opinion of a certified auditor if the statement was audited (if any in-kind contributions were made to the share capital).
3. Limited joint-stock partnership KRS registration
The registration of a limited joint-stock partnership is similar to that of a limited liability partnership, as described in detail above. The only difference is in the official forms used to register both types of partnerships and in documents which have to be attached to the application.
- The main application form is the KRS-W2. It has to be appended with KRS-WC, KRS-WK, KRS-WM and potential extra forms depending on the actual facts of the case.
- The application has to be submitted together with “paper” attachments that is, the statute (an official copy of the notarial deed), shareholders’ statement on taking up shares if they were given in separate notarial deeds, notarised (or set in the presence of a judge or an authorised court clerk) signature samples of persons authorised to represent the partnership, a statement by all general partners that payments for shares and non-monetary obligations as required by the statute have been duly made in accordance with the provisions of law. If the statute provides for payment of the share capital with in-kind contributions after the registration of the partnership, a statement by all general partners has to be enclosed that the making of such contributions is guaranteed under the provisions of the statute. If the founders’ report and the opinion of the certified auditor were made in connection to making in-kind contributions, they have to be attached to the application. A proof of payment of 500 PLN as the court’s fee and 100 PLN for an announcement in Court and Business Monitor (Monitor Sądowy i Gospodarczy) has to be attached to the application as well.
4. Submitting supplementary data to the Inland Revenue Office
The process of submitting supplementary data of a limited joint-stock partnership is analogous to that of a limited partnership, as described in detail above (NIP-8 form).
5. ZUS registration
The process of ZUS registration is analogous to that of a limited partnership, as described in detail above (ZUS ZUA or ZUS ZZA form).