General partnership company in Poland

General partnership in Poland (abbreviated sp.j.) is a company operating under its own name and is not a capital-based company. It does not have a legal personality, but it owns its assets, which consist of contributions to the company and the property acquired by the company during its existence.

Establishment of a public partnership in Poland

General partnership in Poland evolved in the mid-twelfth century. The first general partnerships in Poland were agricultural companies.

The formation of a general partnership in Poland consists of 3 modes:

  • by way of an agreement between partners,
  • by way of optional conversion of a civil partnership under art. 26.4 of the Code of Commercial Companies,
  • by way of converting any commercial company under art. 551 of the Code of Commercial Companies,

The partnership agreement in Poland should be concluded in a written form under pain of invalidity. The company contract should include:

  • name and seat of registered office of the company,
  • description of the contributions made by each partner and their value,
  • business goal of the company,
  • duration of the company if it is marked.

For the establishment of a general partnership in Poland, it is required to enter the company in the National Court Register. Each partner has the right and obligation to report the company to the registry. General partnership in Poland is entered into the National Court Register as an entrepreneur.

Application of a general partnership in Poland to the National Court Register should include:

  • name, registered office and address of the company,
  • business goal of the company,
  • name, surname or business name (s) of the partners and addresses of the partners,
  • names and surnames of persons authorized to represent the company and the manner of representation,
  • notarized examples of signatures of persons authorized to represent the company.

Any changes to the above mentioned data should also be reported to the registry court. The name of the company should include the names or business names of all partners or the name or business name of one or more partners with the title "general partnership". It is allowed to use the abbreviation "sp.j.".

Running the company's affairs

Each of the partners of general partnership in Poland has the right and obligation to run company's affairs without additional compensation. A company agreement or a subsequent resolution of partners may entrust the management of a company to one or more partners. Other partners are then excluded from running the company's affairs. Company management can not be entrusted solely to third parties.

Each partner without a prior resolution of the partners may run the company's affairs not exceeding the normal scope of the business. However, if prior to doing so, one of the other partners opposes it, a prior resolution of the partners is required. In this case, the resolution is made unanimously by the partners entitled to run the company's affairs.

In the case of activities beyond the normal scope of the business, a unanimous resolution of the partners is required, taken by all partners, including those who are excluded from the management of the company. The exception relates to emergency actions, the failure of which would expose the company to serious injury. At that time, any partner who has the right to run company affairs may act without such a resolution of the partners.

A partner in a general partnership in Poland may be relieved of the obligation to run company's affairs and may be deprived of the right. This can happen only for important reasons based on a final court decision.

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