POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
the right to review its books and documents. All the partners are jointly and severally liable for the general partnership’s debts, but this liability is subsidiary – ie, the partnership’s creditors should first seek satisfac - tion from the partnership’s assets. If that proves inef - fective, they may institute enforcement against a part - ner’s assets. The partners’ liability may not be limited. There is no minimum share capital requirement in a general partnership, but it must have at least two part - ners. Most often, a general partnership is used when a large amount of capital is not required, the partners wish to have a personal impact on the business and the business itself is not risky. Professional partnership A professional partnership ( spółka partnerska , or sp.p.) is designed for certain groups of freelancers (such as lawyers, doctors, tax advisers and architects) for the purpose of exercising their professions in a partner - ship. Only natural persons licensed to practise their professions may be partners in a professional partner - ship, which must have at least two partners. Each partner has the right to manage the partner - ship’s affairs individually. In addition, the professional partnership may be managed and represented by a management board, modelled on the one in a limited liability company. At least one of the partners must sit on the board. The partners’ liability is similar to that in a general partnership, but the partners are not liable for the part - nership’s obligations arising in relation to the prac - tice of professions by the other partners or resulting from acts or omissions of the partnership’s employees who are supervised by another partner. As in a gen - eral partnership, there is no minimum share capital requirement. Limited partnership In a limited partnership ( spółka komandytowa , or sp.k.), there are two groups of partners: • general partners, who have unlimited liability; and • limited partners, whose liability is limited.
The status of the general partners is similar to the status of partners in a general partnership; they rep - resent the limited partnership and manage its affairs. Limited partners may represent the partnership only on the basis of a power of attorney granted by the partnership; although management of the partnership is the general partners’ right and duty, decisions on matters exceeding the ordinary scope of the partner - ship’s business activity require the consent of the lim - ited partners as well. The general partners are liable for the partnership’s obligations to the extent of all their personal assets, whereas the limited partners are liable up to the declared limited contribution ( suma komandytowa ). There is no minimum share capital requirement. A lim - ited partnership must have at least one partner who is the general partner and at least one partner who is the limited partner. Partnership limited by shares A partnership limited by shares ( spółka komandytowo - akcyjna , or S.K.A.) is a combination of a joint stock company and a limited partnership, and has two cor - porate bodies: • the general meeting; and • the supervisory board. A partnership limited by shares does not have a man - agement board; instead, it is managed and represent - ed by the general partners. However, certain matters listed in the Commercial Companies Code or partner - ship deed require the resolution of a general meeting. Both the general partners and the shareholders par - ticipate in the general meeting, but only the latter are entitled to vote. A supervisory board is not mandatory unless the partnership has more than 25 shareholders, and such board must have at least three members. Once appointed, the supervisory board exercises per - manent supervision over the partnership’s activities. The general partners’ liability is unlimited, whereas the shareholders are not liable for any of the partnership’s debts and may lose only their investment in the part - nership. The minimum share capital of a partnership limited by shares is PLN50,000, and the nominal value
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