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Creating a limited partnership | bojarski.net.pl

Creating a limited partnership

As part of our comprehensive legal assistance, we assist in creating and registering a limited partnership. Our offer includes:

  • Analysis of legal environment and selection of optimal form of running a business activity;
  • Drafting an agreement which includes solutions tailored to the customer?s needs. Solutions are presented in a meeting or via email;
  • Preparing a power of attorney for individuals empowered to act on behalf of the partnership;
  • Carrying out activities before a notary;
  • Representing a company during the registration procedure and preparing all the necessary documents;
  • Drafting up an application to the tax office;
  • Drafting up an application to the Central Statistical Office;
  • Taking further registration actions in case of possible changes or additional aspects in the limited partnership?s deed;
  • Tax registration: VAT, VAT-EU, CIT made by the tax department.

Limited partnership – basic information:

Limited partnership is an organizational unit, that does not possess legal personality and has legal capacity according to the Code of Commercial Companies and Partnerships. This type of partnership acts in his own name. It may be formed by at least two individuals, one as a general partner and the other one as a limited partner. The name of a limited partnership in Poland must contain the name of one or more general partners and the additional designation “limited partnership”. One of its advantages is the single tax system (unlike the limited liability company or joint-stock company- the partnership is not the taxpayer of the income tax but each partner individually) and possibility to tax the income with the flat rate 19%. Furthermore, each partner is a natural person.

Minimum share capital  N/A
Minimum nominal value of one share  N/A
Required number of partners  Two, including a general partner and a limited partner
Requirements regarding expert study on non-cash contribution  N/A
Taxation Single tax system, possible flat rate 19%.
Liability of the partners for partnership?s obligations  The general partner bears unlimited liability towards the creditors, the limited partner bears limited liability (up to the commendam sum).
Eligible contribution  Cash contribution or non cash-contribution.
Type of representation  Feneral partners represent the partnership and the limited partner act as a proxy of it.

 

II. Key stages of creating a limited partnership

1. Preparatory stage Establishing partners, defining a general partner and a limited partner, defining the commendam sum and the contribution sum. Drafting the partnership’s deed.
2. Executing the partnership’s deed  This document shall be made in Polish and before a Polish notary. If a person signing the deed does not speak Polish, a sworn translator has to be present.
3. Submitting template signatures Template signatures shall be submitted by the partners authorized to represent the partnership.
4. Obtaining the legal title to premises of the partnership Confirmation of this legal title is required (for instance, the tenancy agreement).
5. Signing the following documents to register the partnership
  • a motion to the registration court
  • other documents.
6. Submitting motions to the registration court, including
  • application to register a company
  • application to make an entry in the National Official Business Register (REGON) and to obtain a statistical identification number REGON.
  • submitting application for NIP (tax identification number)
  • registration as the social insurance contribution payer (ZUS) 

 

7. Registration of the partnership Partnership is entered into the Register of Entrepreneurs and it is announced in the Court and Economic Gazette (Monitor Sądowy i Gospodarczy)
8. Opening a bank account of the partnership
9. Tax registration VAT, VAT- EU , CIT
10. Completing an entry into the Register of Entrepreneurs It occurs after obtaining the statistical identification number (REGON) and the tax identification number (NIP).

 


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