POLAND Law and Practice Contributed by: Agnieszka Janicka and Krzysztof Hajdamowicz, Clifford Chance
exceeding the ordinary scope of the partner - ship’s business activity require the consent of the limited partners as well. The general partners are liable for the partner - ship’s obligations to the extent of all their per - sonal assets, whereas the limited partners are liable up to the declared limited contribution ( suma komandytowa ). There is no minimum share capital requirement. A limited partnership must have at least one partner who is the gen - eral partner and at least one partner who is the limited partner. Partnership limited by shares A partnership limited by shares ( spółka koman - dytowo-akcyjn a, or S.K.A.) is a combination of a joint stock company and a limited partnership, and has two corporate bodies: • the general meeting; and • the supervisory board. A partnership limited by shares does not have a management board; instead, it is managed and represented by the general partners. However, certain matters listed in the Commercial Com - panies Code or partnership deed require the resolution of a general meeting. Both the general partners and the shareholders participate 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 must have at least three members. Once appointed, the superviso - ry board exercises permanent 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 partnership. The mini - mum share capital of a partnership limited by shares is PLN50,000, and the nominal value of one share may not be less than PLN0.01. From 1 March 2021, all shares in a partnership limited by shares are dematerialised. A partnership limited by shares must have at least one general part - ner and at least one shareholder. Most often, a partnership limited by shares is used in atypical venture capital/private equity investments. Other forms Other forms are also available, such as a co- operative ( spółdzielnia ), a European company ( Spółka Europejska , or Societas Europea ) or foundations ( fundacja ). The family foundation ( fundacja rodzinna ) was introduced in May 2023, and should be consid - ered as a mechanism of succession by owners of medium and large family businesses or own - ers of private assets of significant value. A fam - ily foundation may carry out business activities such as joining commercial companies, taking out loans or buying and selling shares or securi - ties. 3.2 Incorporation Process All legal entities must be registered in the National Court Register. There are two ways of establishing the companies – ie, traditional and electronic. Family foundations are registered in a separate register. Traditional Establishment The process begins with signing the articles of association or deed of formation. For companies and limited partnerships or partnerships limited by shares, the articles of association or statutes must be executed before a Polish notary public in the form of a notarial deed.
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