Limited joint-stock partnership

General Information

A limited joint-stock partnership (in Polish: spólka komandytowo-akcyjna) is a partnership in which at least one partner (general partner) bears unlimited liability towards the partnership's creditors and at least one partner is a shareholder.

The general partner's liability is the same as partner of registered partnership. The shareholder is not liable for obligations of the limited joint-stock partnership.

Limited joint-stock partnership is not a legal person, but can, in its own name, acquire rights, contract obligations, sue and be sued.

The provisions on registered partnership regarding the legal relationship of general partners among themselves, with shareholders and third parties, as well as concerning contributions of general partners, to the exclusion of the initial capital contributions applies accordingly to limited joint-stock partnership. In remaining matters, the provisions on joint-stock company applies accordingly to limited joint-stock partnership.

Incorporation

Limited joint-stock partnership may be established by at least two individuals, partnerships, companies or other legal entities.

The articles of association shall be made in the form of a notarial deed. Limited joint-stock partnership come into existence upon entry into the commercial register.

Capitalisation and Financing

Limited joint-stock partnership has its own assets, which consists of property contributed to or acquired by the partnership during its existence. Contributions made by each general partner as well as their values are determined by the articles of association. Contributions made by each shareholder and their value are determined by the notarial deeds on founding the company or by the subscription for shares.

The code of commercial partnerships and companies requires minimum initial capital of 50.000,00 PLN.

Board Structure

Shareholder has no right to manage the affairs of the partnership's business. He may only represent the partnership in the capacity of a proxy.

General partner has the right and duty to manage the affairs of the partnership and right to represent the partnership in court and out-of-court actions. The articles of association may provide that a general partner is deprived of the right to represent the partnership or may require joint representation.

A supervisory board may be appointed in limited joint-stock partnership. If the number of shareholders exceeds 25, appointment of a supervisory board is compulsory.

The General meeting is an organ of limited joint-stock partnership representing shareholder's rights.

Annual Costs

Annual Costs of operating a business vary depending on size and object of partnership. They may include legal and accounting services as well as costs of licenses and permits. In some types of businesses possession of civil liability insurance is mandatory.

Corporation Taxation and Financial Reporting

The main advantage of all types of partnerships in Poland is the income tax system. A partnership is not taxable as a separate entity, only partners are obliged to pay tax on income derived from partnership.

In Polish personal income tax system progressive tax is a general rule. However, every individual conducting economic activity may choose to pay proportional tax (flat tax) at a rate of 19%.

According to article 2 of the accounting act, limited joint-stock partnership is obliged to maintain books of account.

Employee Participation in Corporate Bodies

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