A following table shows the main characteristics of individual partnerships which are essential when choosing the kind of company.
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GENERAL PARTNERSHIP
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PROFESSIONAL PARTNERSHIP
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LIMITED PARTNERSHIP
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LIMITED JOINT-STOCK PARTNERSHIP
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- every partner is liable for the company's liabilities without limitation with his/her own assets jointly with remaining partners and the company
- the creditor can conduct the assets execution, provided that the execution from the company's assets will turn out to be futile
- the contract should be drawn in writing
- lack of the minimum capital requirement
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- professional partnership can be established only with the aim to conduct one or more freelance professions mentioned in the Code of Commercial Partnerships and Companies, such as: lawyer, pharmacist, architect, engineer the construction, statutory auditor, insurance broker, tax adviser, broker, accountant, doctor, notary, nurse, legal adviser, certified translator
- each of the partners bears the responsibility for the obligations incurred in relation to carrying out the profession by him and by the persons employed in the company, but reporting to his management; he/she is not liable for obligations of remaining partners
- the contract should be drawn in writing
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- a company is liable for liabilities, one unlimited partner is liable with his entire wealth without any limitation, responsibility of, at least one of limited partners, is limited to the amount contributed by him
- the contract should be drawn in writing
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- a combination of limited partnership and joint-stock company
- minimum share capital: 50,000 PLN
- for obligations of the company at least one unlimited partner is liable with his entire wealth without limitation,
- at least one partner must hold shares
- the contract should be drawn in writing
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Main characteristics of companies/limited liability companies
According to the Polish law there are two kinds of companies:
- limited liability company (Sp. Z o.o.) of the minimum share capital of 5,000 PLN
- joint-stock company (S.A.) of the minimum share capital of 100,000 PLN
The companies main characteristics
- they have legal personality,
- the responsibility for debts is limited to the amount of the share capital,
- they come into existence from the moment of the entry into the register of entrepreneurs at the National Court Register,
- from the moment of the entry they function as: „ a company in the organization” which means that from the moment of concluding the company contract/ statute up to the moment of its registration, the company can act, and partners will be liable with their own assets for their obligations in the unrestricted way,
- concluding the contract/ drawing up the statute requires keeping the form of the notarial act,
forming a single-shareholder company with the limited liability of the joint-stock company is possible, however a single-shareholder company with the limited liability cannot be established by other single limited liability company or a single-shareholder joint-stock company.
