Comparison of partnerships to companies in Poland – table
| Comparison of partnerships to companies | |||||||
| Partnerships | Companies | ||||||
| Registered partnership | Professional partnership | Limited partnership | Limited joint-stock partnership | Limited liability company
|
Joint-stock company
|
Simple joint-stock company
(in the future) |
|
| Legal personality | No legal personality
Art. 8 § 1 CCC A partnership may, in its own name, acquire rights, including ownership of immovable property and other rights in rem, incur obligations, sue and be sued. A partnership conducts an enterprise under its own business name. |
Legal personality | |||||
| Funding deed | A partnership deed in writing, or else invalid
(possibility to use template articles) |
A partnership deed in the form of a notary’s deed | A partnership deed in the form of a notary’s deed (possibility to use template articles) | A partnership deed in the form of a notary’s deed | A company deed in the form of a notary’s deed
(possibility to use template articles) |
A company deed in the form of a notary’s deed
|
A company deed in the form of a notary’s deed
(possibility to use template articles) |
| Manner of incorporation | Registration in the National Court Register (KRS) | Registration in the National Court Register (KRS) | Registration in the National Court Register (KRS) | Registration in the National Court Register (KRS) | Registration in the National Court Register (KRS) | Registration in the National Court Register (KRS) | Registration in the National Court Register (KRS) |
| Liability | Joint and several liability of partners for obligations of the partnership, without limits.
|
A partner bears no liability for partnership’s obligations arisen in relation to the practicing of liberal
profession by the remaining partners, as well as for partnership’s obligations resulting from actions or omissions of the persons employed by the partnership under an employment contract or in a different legal relationship Art.95.1. CCC |
For the partnership’s obligations towards its creditors, at least one partner bears liability without limits (general partner), and liability of one partner (limited partner) is limited.
A limited partner is liable for the partnership’s obligations towards its creditors only up to the amount of limited partner’s liability sum. Art. 111. CCC The persons acting in the name of the partnership after its formation and before entry in the register bear joint and several liability. Art. 109. § 2. CCC |
A shareholder bears no liability for the partnership’s obligations.
For the partnership’s obligations towards its creditors, at least one general partner bears liability without limits. New general partner is liable also for the partnership’s obligations existing at the time of entry of the general partner in the register. The persons acting in the name of the partnership after its formation and before entry in the register bear joint and several liability.
|
The company is liable for its obligations, without any limits, with all its assets. The shareholders are not liable for the company’s obligations.
If enforcement against the company proves to be ineffective, the members of the management board are jointly and severally liable for its obligations. Also, in the event of negligence or wilful misconduct regarding the coverage of the share capital, management board members are jointly and severally liable with the company towards the creditors for 3 years from registration of the company or registration of the share capital increase. |
The company is liable for its obligations, without any limits, with all its assets. The shareholders are not liable for the company’s obligations, they take the risk up to the value of shares held.
In the event of negligence or wilful misconduct regarding the payment for the shares, management board members are jointly and severally liable towards the creditors for 3 years from registration of the company or registration of the share capital increase.
|
The shareholders are not liable for the company’s obligations. They are only obliged to performances specified in the company deed. |
| Company’s assets | Any property contributed in kind or acquired during the lifetime of the partnership.
|
Cash and/or in kind contributions made by the partners.
|
Cash and/or in kind contributions made by the partners. | Cash and/or in kind contributions made by the general partners and shareholders to the partnership’s share capital.
|
Cash and/or in kind contributions made by the shareholders to the company’s share capital which is divided into shares of equal or unequal nominal value of no less than PLN 50 each share. Share capital must be fully paid up before registration in the court register. | Cash and/or in kind contributions to the company’s share capital.
The share capital is divided into shares of equal nominal value. Nominal value of a share must not be lower than 1 grosz.
|
Cash and/or in kind contributions to the company’s share capital of a minimum value of 1 PLN. Shares do not have a form of a document.
The amount of share capital is not specified in the company deed and may be changed without the need to amend the company deed. |
| Minimum share capital | no | no | no | PLN 50,000 | PLN 5,000 | PLN 100,000 | PLN 1 |
| Founders | at least two natural or legal persons | at least two natural persons authorized to practice liberal professions set out in Art. 88 CCC or in a separate law
|
at least two natural or legal persons | at least two natural or legal persons | at least one natural or legal person, except for a situation where the only founder of the company is another single-shareholder limited liability company
|
at least one natural or legal person, except for a situation where the only founder of the company is a single-shareholder limited liability company
|
at least one natural or legal person, except for a situation where the only founder of the company is a single-shareholder limited liability company
|
| Persons making contributions | partners | partners | general partners and limited partners | general partners and limited partners | shareholders | shareholders | shareholders |
|
Manner of representation |
Each partner may represent the partnership. | Each partner may represent the partnership individually, unless the partnership deed provides otherwise.
|
The general partners represent the partnership. A limited partner may represent the partnership only in the capacity of an attorney-in-fact.
|
The partnership is represented by the general partners who are not deprived of the right to represent the partnership by the partnership deed or final court judgement.
A shareholder may represent the partnership only in the capacity of an attorney-in-fact. |
The management board handles the company’s affairs and represents it. The sole shareholder in a single-shareholder limited liability company in organization may not represent the company.
|
The management board handles the company’s affairs and represent it. In a single-shareholder joint-stock company, the sole shareholder exercises all rights of the general meeting. | The company is represented by the management board or the board of directors and by the time of formation of the management board or the board of directors, an attorney-in-fact appointed by a unanimous resolution of the shareholders. |
| Participation in profits | Each partner is entitled to equal participation in profits, regardless of the type and value of the contribution. The partnership deed may determine other proportions of partners’ participation in profits or losses.
|
Each partner is entitled to equal participation in profits, regardless of the type and value of the contribution. The partnership deed may determine other proportions of partners’ participation in profits or losses.
|
A limited partner participates in the partnership’s profits proportionally to its contribution to the partnership, unless the partnership deed provides otherwise.
|
A general partner and a shareholder participate in the partnership’s profits proportionally to their contributions to the partnership, unless the partnership deed provides otherwise.
|
Unless the company deed provides otherwise, the distributable profit is divided in proportion to the shares held. A shareholder is entitled to a share in the profits (dividend) resulting from the annual financial statements and allocated under a resolution of the general meeting for distribution among the shareholders.
The amount assigned for distribution cannot exceed the profit for the last financial year. |
The profits are divided in proportion to the number of shares. If the shares are not paid in full, the profits are divided in proportion to the effected payments for the shares. An amount to be distributed among shareholders may not exceed the profit for the last financial year
increased by undistributed profits from previous years. These amounts should be reduced by uncovered losses. |
A shareholder has the right to participate in profits and the right to payment from the share capital in the amount resulting from the annual financial statements, which was allocated for payment under a resolution of shareholders, unless the company deed provide otherwise.
|
| Governing bodies | none | management board | none | supervisory board (obligatory if more than 25 shareholders)
|
management board;
supervisory board or audit commission or both these bodies concurrently (obligatory in companies of share capital exceeding PLN 500,000 and of more than 25 shareholders) |
management board, supervisory board | board of directors or management board, appointment of the supervisory board is optional, if the management board has been appointed
|
| Taxation | on the level of partners
PIT or CIT |
on the level of partners
PIT or CIT |
on the level of partners
PIT or CIT |
on the level of partners
PIT or CIT |
on the level of the company
CIT |
on the level of the company
CIT |
on the level of the company
CIT |
| Place of registration | Competent registration court | Competent registration court | Competent registration court | Competent registration court | Competent registration court | Competent registration court | Competent registration court |
| Dissolution | The following results in dissolution of a partnership:
– reasons envisaged in the partnership deed, – unanimous resolution of all partners, – declaration of bankruptcy, – termination of the partnership deed, – court judgment |
The following results in dissolution of a partnership:
– reasons envisaged in the partnership deed, – unanimous resolution of all partners, – declaration of bankruptcy of the partnership, – loss of authorization to practise the liberal profession by all partners |
The following results in dissolution of a partnership:
– reasons envisaged in the partnership deed, – unanimous resolution of all partners, – declaration of bankruptcy of the partnership, – death of a general partner, – termination of the partnership deed by a partner or a creditor of the partner, – final court judgement. The death of a limited partner is not a reason for dissolving the partnership. |
The following results in dissolution of a partnership:
– reasons envisaged in the partnership deed, – resolution of the general meeting dissolving the partnership, – declaration of bankruptcy of the partnership, – death, declaration of bankruptcy or withdrawal of the sole general partner, unless the partnership deed provides otherwise, – other reasons provided for by the law. A declaration of bankruptcy of a shareholder is not a reason for dissolution of the partnership. A shareholder has no right to terminate the partnership deed.
|
The following results in dissolution of a company:
– reasons envisaged in the company deed, – resolution of shareholders dissolving the company or transferring the seat of the company abroad, – declaration of bankruptcy of the company – other reasons provided for by the law. In the case of a company whose company deed has been made by using template articles, also a shareholder resolution on dissolution of the company with a qualified electronic signature or a signature certified with trusted profile or a personal signature by all of the shareholders. |
The following results in dissolution of a company:
– reasons envisaged in the company deed, – resolution of the general meeting dissolving the company or transferring the seat of the company abroad, – declaration of bankruptcy of the company, other reasons provided for by the law.
|
The following results in dissolution of a company:
– reasons envisaged in the company deed, – resolution of the general meeting dissolving the company or transferring the seat of the company abroad, unless the transfer is to another EU member state or a country which is a party to the European Economic Area Agreement, provided that the laws of that country so permit, – court judgement issued at the request of a shareholder or member of the company’s governing body, where the attainment of the company’s object has become impossible or other important reasons resulting from the company’ dealings occur, – declaration of bankruptcy of the company – other reasons provided for by the law.
|
| Permitted abbreviation | sp.j. | sp.p. | sp.k. | S.K.A. | Sp. z o.o. or spółka z o.o. | S.A. | P.S.A. |
Read more: Companies vs. partnerships
