Limited partnership in Poland

A limited partnership is a personal commercial partnership. Its purpose is to operate a business under its own name. The document states that “at least one partner is liable without limitation, and the liability of at least one partner is limited”. The partner with unlimited liability is the general partner. The partner with limited liability is the limited partner. The structure of the partnership combines features of a general partnership and a capital company.

Application of general partnership rules

In matters not regulated, the rules governing a general partnership apply. This concerns the functioning and representation of the partnership. If the agreement was concluded using a standard template, the corresponding rules for a general partnership formed in the same way apply. This ensures consistency of regulation.

Partnership name

The name of a limited partnership must include the surname of the general partner and the designation “limited partnership”. The abbreviation “sp.k.” may be used in business dealings. If the general partner is a legal person, the full name of that entity must appear in the partnership name. The surname of a limited partner may not be included. If it is included, the limited partner becomes liable to third parties as a general partner.

Elements of the agreement

The partnership agreement must specify the name and registered office of the partnership. It must indicate the scope of business activity and the duration of the partnership if it is fixed. It must define the contributions of each partner and their value. The agreement must also state the limited liability amount, which determines the extent of the limited partner’s liability toward creditors. These elements form the foundation of the partnership’s operation.

Form of the agreement

The agreement of a limited partnership must be executed in the form of a notarial deed. Failure to observe this form results in invalidity. The agreement may also be concluded using a standard template. This requires completing an electronic form and signing it with an electronic signature. Amendments may be made using a template resolution or by preparing a new consolidated text.

Limited partner’s contribution

A limited partner’s contribution may be non‑monetary. The agreement must specify the subject and value of the contribution. Work or services cannot constitute a contribution unless the value of other contributions is not lower than the limited liability amount. A limited partner cannot contribute shares or stock of a company that serves as the general partner.

Contribution value and liability amount

A limited partner’s contribution may be lower than the limited liability amount. A clause releasing the limited partner from the obligation to make a contribution is invalid. The contribution forms the basis of the limited partner’s liability.

Formation of the partnership

A limited partnership is formed upon its entry into the register. Persons acting on behalf of the partnership before registration are jointly and severally liable for obligations incurred. The entry has a constitutive effect. Only from that moment does the partnership operate as a separate legal entity.

Registration with the court

The registration application must include the name, registered office and address of the partnership. It must specify the business activity and list the general partners and limited partners. It must indicate the persons authorized to represent the partnership and the limited liability amount. Any changes must be reported to the court.

Liability of the limited partner

A limited partner is liable for the obligations of the partnership only up to the limited liability amount. They are free from liability to the extent of the contribution actually made. A return of the contribution restores liability up to the value returned. Payments made before replenishing the contribution are treated as a return. A limited partner does not have to return profits received in good faith.

Reduction of the liability amount

A reduction of the limited liability amount has no effect on creditors whose claims arose before the reduction was entered in the register. This protects creditor interests.

Admission of new partners

A new limited partner is also liable for obligations existing at the time of registration. A new general partner may join the partnership with the consent of all partners. An existing limited partner may become a general partner if the agreement allows it.

Liability when contracting with an entrepreneur

If the partnership is formed with an entrepreneur operating in their own name, the limited partner is also liable for obligations arising from that business. This applies to obligations existing at the time of registration.

Representation of the partnership

The partnership is represented by the general partners. A limited partner may represent the partnership only as an attorney‑in‑fact. If they act without disclosing their authority or exceed its scope, they are liable without limitation toward third parties.

Ineffectiveness of conflicting provisions

Provisions of the agreement that conflict with the rules governing relations with third parties have no legal effect toward those persons. This protects legal certainty in business dealings.

Rights of the limited partner

A limited partner has the right to request a copy of the financial statements. They may inspect the books and documents. The court may order access to documents for important reasons. The agreement may not exclude or limit these rights.

Limitations on the limited partner’s rights

A limited partner does not have the right or duty to manage the partnership’s affairs unless the agreement provides otherwise. Their consent is required for matters exceeding ordinary business, unless the agreement states otherwise. Restrictions applicable to general partners do not apply if the limited partner does not manage the partnership.

Transfer of rights

The transfer of all rights and obligations of a limited partner does not transfer the right to manage the partnership. The acquirer does not obtain this right.

Participation in profits

A limited partner participates in profits proportionally to the contribution actually made. Profits are first allocated to replenish the contribution. In case of doubt, the limited partner participates in losses only up to the agreed contribution.

Effect of the limited partner’s death

The death of a limited partner does not dissolve the partnership. The heirs must designate one person to exercise their rights. The division of the limited partner’s share among heirs is effective only with the consent of the remaining partners.

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