Kancelaria Prawna Skarbiec


Limited joint-stock Partnership in Poland

Under Polish Law Limited joint-stock partnership is a form of partnership without any restrictions on availability to foreigners.


Limited joint-stock partnership doesn't have a legal personality, but it does have a legal capacity instead. In fact it may acquire rights in its own name as well as sue or be sued.

To establish limited joint-stock partnership the deed of partnership should be executed in notary form and later registered in the National Court Register. Minimum capital requirement for establishing this type of company is 50,000 PLN.

Limited joint-stock partnership requires at least one general partner and at least one shareholder, each being an individual or legal person. Similar to the limited partnership general partner is fully liable for company debts and obligations and the shareholder is not liable for debts and obligations of the company. In the event a shareholders name is present in the name of the company his liability for the debts and obligations is not limited. In addition shareholder is fully liable for an obligation or debt which arose from a legal action he undertook without disclosing his power of attorney or while acting beyond the authorization.

Limited join-stock company is represented by general partner, shareholder on basis of power of attorney or by a proxy appointed by general meeting.

In this type of company a Supervisory Board might be appointed but its appointment is mandatory if the number of shareholders is exceeds 25.

Limited joint-stock partnership is a mixed type company due to presence of the shareholders being an element of a capital company and lack of legal personality being a partnership element. The shareholders presence is additionally connected with the dividend arising from shares and its taxation. Its establishment due to its characteristics is quite formal and complex process. Limited joint-stock partnership is often part of various advanced corporate structures.

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Kancelaria Prawna Skarbiec
ul. Maciejki 13, 02-181 Warszawa
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