POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
Professional partnership A professional partnership ( spółka partnerska , or sp.p.) is designed for certain groups of freelanc - ers (such as lawyers, doctors, tax advisers and architects) for the purpose of exercising their professions in a partnership. Only natural per - sons licensed to practise their professions may be partners in a professional partnership, which must have at least two partners. Each partner has the right to manage the part - nership’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 gen - eral partnership, but the partners are not liable for the partnership’s obligations arising in rela - tion to the practice 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 general 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 represent the limited partnership and man - age 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
Less Common Types of Corporate Vehicles in Poland General partnership A general partnership ( spółka jawna , or sp.j.) is a basic type of partnership. Although it does not have a legal personality, it has the capacity to acquire rights, incur debts, sue and be sued. It is managed and represented by its partners. In principle, each of the partners is entitled to deal with the general partnership’s affairs and represent it; however, the partnership deed or a resolution of the partners may provide that the partnership is managed by one or several part - ners. Moreover, the management of the partner - ship may be entrusted to third parties, but not in a way that excludes all the partners. Decisions on matters beyond the ordinary scope of the partnership’s business require the consent of all the partners (including those with a limited right to manage it). Regardless of such limita - tions, all the partners have the unlimited right to be informed of the state of the partnership’s assets and its business, and the right to review its books and documents. All the partners are jointly and severally liable for the general part - nership’s debts, but this liability is subsidiary – ie, the partnership’s creditors should first seek satisfaction from the partnership’s assets. If that proves ineffective, they may institute enforce - ment against a partner’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 partners. 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.
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