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
  • The name has to include the surname of at least one general partner and the additional designation „spółka komandytowo-akcyjna” (limited joint-stock partnership). Where the general partner is a legal person, the business name of the limited joint-stock partnership has to contain the full business name (also the full name of the legal form) of the legal person, and the additional designation “spółka komandytowo-akcyjna”. This does not preclude the inclusion of the surname of a general partner who is a natural person.
  • Where the limited partner’s surname or business name is incorporated into the business name of the partnership, the extent of his liability changes and he bears the same liability as the general partner.

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

  • In the form of a notarial deed otherwise it shall be null and void (the statute has to be executed by at least all general partners).
  • Amendments to the statute require the consent of all general partners as well as a resolution of the general meeting adopted by a ¾ majority of votes. All those actions have to have the form of a notarial deed.

 

Partners ' Contributions

  • The object of a contribution cannot be a non-transferable right or a performance of work or services.
  • If in-kind contributions to share capital are provided for, the founders are obliged to prepare a written report which has to be examined by a certified auditor, particularly with respect to the value of the contributions.

Share capital

  • The share capital amounts to at least 50 000 PLN.
  • The nominal value of a share is not less than 1 grosz.
  • The share capital is divided into shares of equal nominal value.

Partnership's representation

  • General partners represent the partnership as statutory representatives unless they were deprived of the right to represent the partnership under the statute, or a final and unappealable court ruling.
  • Shareholders may represent the partnership only in the capacity of attorneys

Managing partnership's affairs

  • General partners are responsible for managing the partnership’s affairs, excluding those, which, pursuant to the provisions of the Code of Commercial Companies or the statute of the partnership, are within the scope of powers of the general meeting or the supervisory board.
  • Shareholders do not have the right to conduct the partnership’s affairs
Taxation
  • A limited joint-stock partnership is a corporate income tax payer (CIT).
  • Moreover, shareholders also have to pay income tax on profits from dividend payments (PIT) if they are natural persons, or CIT if they are legal persons.
  • A partnership is a value added tax (VAT) payer and an excise tax payer
ZUS premiums
  • Shareholders are not subject to obligatory social and health insurance. Therefore, a shareholder is not obliged to pay these premiums irrespective of being or not being the only shareholder.
  • General partners pay social and health premiums on the same grounds as persons conducting business activity.
  • The partnership shall be a premium payer only if it engages employees or contractors.

Partnership's liability

The partnership is liable for its obligations with all assets, unlimitedly, jointly and severally with general partners

Partners' liability

  • General partners are liable for the partnership’s obligations with all their assets, subsidiarily, jointly and severally with the partnership.
  • Where a shareholder’s surname or business name is included in the business name of a limited joint-stock partnership, the shareholder bears the same liability towards third parties as a general partner. In other cases he is not liable for the partnership’s obligations. The risk of shareholders’ participation in a partnership is limited to the capital involved in taking up or purchasing the partnership’s shares.

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:

  1. consent to the formation of the partnership,
  2. consent to the wording of the statute,
  3. take up shares, and in exchange agree to make contributions on the previously set due date ,
  4. 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).

logo migrapolis

logo ue biale

Project “New law - my new rights” is co-financed by European Fund for Integration
of Third Country Nationals and Polands state budget

 Copyright © by Foundation for Development Beyond Borders, 2015