Polish commercial law provides for the possibility of establishing various companies. The partnership is a possibility of running an enterprise by at least two partners. In this case, the responsibility for the company is spread, both mental and financial. Importantly, the financial contribution to the company established by the partners is also created from the sum of money and put in by the founding partners. In this way, the financial founding risk is also somewhat spread out.
Limited partnership is one of the types of partnership permitted by Polish commercial law. Its characteristic feature is that it is a partnership. It has a relatively permanent composition, each of the partners is of great importance, and it does not have any separate body that would be purposely dedicated to conducting matters undertaken by the company.
Importantly, the liability for the company’s obligations towards creditors is assumed unlimitedly by one of the partners, called the general partner. However, the liability of the other partner is significantly limited, it is a limited partner. Of course, a company can consist of many more people, not just two. Then the roles described above are slightly different. In such a situation, the partnership must include at least one general partner and at least one limited partner.
As mentioned above, a limited partnership is characterized by its personal nature. It is an organizational unit that does not have legal personality, but the Code of Commercial Companies has given it such personality, which means that the company may acquire rights, including property ownership rights, incur liabilities, sue or may be sued on its own behalf.
In the case of a limited partnership, an enterprise is run under its own name. Importantly, such a company may be established only for the purpose of running a business. The name of the limited partnership company must include the surname or name of the general partners and the indication that it is a limited partnership.
Limited partnership is established at the moment when it is entered in the register of companies in the National Court Register. This formality should be preceded by drawing up the articles of association. It must be in the form of a notarial deed. It is worth remembering that the entry in the register is constitutive. This means that the company begins its existence when it is made. The conclusion of a partnership agreement is necessary for its registration, but does not result in its establishment. The obligation to notify the partnership rests with all its partners, including limited partners. This is important information and you cannot skip this formality in the registration process.
The company ends its existence when it is deleted from the register of entrepreneurs of the National Court Register. However, deletion must precede the company’s liquidation process. Its first stage is the termination of the limited partnership agreement, and the next stage is the settlement of the company’s assets.
The reason for the dissolution of the limited partnership may be the breach of the partnership agreement by one of the partners or the adoption of such a resolution by all at the meeting. Moreover, the Commercial Companies Code also provides that the limited partnership may be dissolved as a result of its bankruptcy, bankruptcy of partners or death of a general partner. Other reasons and reasons may also be described and specified in the company’s documents.
Limited partnership is a very specific type of partnership. When deciding to conclude it, one should first of all understand very well its nature, methods of operation and the opportunities, obligations, privileges and rights associated with it. It is also necessary to understand well the rights and obligations of all partners who make up it, so that there are no errors or irregularities resulting from ignorance during its operation.