Establishment of a limited partnership

Limited partnership is a partnership, providing an opportunity for cooperation between persons with specific knowledge, abilities or personal qualifications and persons with financial resources. At least one partner, who is called a general partner, is liable for the partnership's obligations towards creditors without limitation. In contrast, the liability of at least one partner (called a limited partner) is limited.

Limited partnership agreement should be concluded in the form of a notarial deed. It must contain the elements provided by law for a general partnership, which you can read about in the article Establishment of a general partnership, with some distinctions in terms of the design of its business, as will be discussed further below.

In addition, such an agreement should specify the amount setting the limits of each limited partner's liability known as the limited partnership sum.

The name of a limited partnership must, according to the law, contain the names of several general partners or one of them and the additional designation limited partnership. In trading, it may use the abbreviation sp.k. If the general partner is a legal person, the name of the limited partnership must then contain the full name of the legal person.

In addition, the name of a general partner who is a natural person may be included in it. The name or surname of a limited partner should not be included in the limited partnership's name, but if it is already there, the limited partner is then liable to third parties in the same way as a general partner.

Limited partnership sum, a characteristic element of the limited partnership, is not linked in any way to the company's assets. It is a monetary amount specified in the articles of association and disclosable in the register, which sets the limit of the limited partner's personal liability for the company's obligations towards its creditors.

It must be expressed digitally and indicate a specific monetary amount in Polish zloty. If there are several limited partners in the partnership, the limited partnership sums of each of them may be specified in different amounts and, consequently, the upper limit of each partner's liability may also be different.

It should be added here that a limited partner is not liable to the extent of the value of the contribution he has made to the company. The effect of his contribution is therefore to reduce the limits of his liability by its value. Once the value of the limited partnership sum equals the value of the contributions made by him, his liability ceases.

Provisions limited partnership agreements that do not comply with certain provisions of the Commercial Companies Code do not have legal effects vis-à-vis third parties. It is therefore very important to structure this agreement correctly.

LawyersThe partners with whom we enter into cooperation will prepare a limited partnership agreement appropriate to our business and internal relations. Since the establishment of a limited partnership requires registration with the National Court Register, upon which the partnership comes into being, they will prepare a number of documents required for registration on our behalf. They will also provide their knowledge and experience at any time, so that our business can be conducted in a proper, developmental manner.