Limited partnership
This term refers to the law of the country selected below.
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What is a limited partnership?
A limited partnership is a commercial partnership operating under its own business name in which at least one partner (the general partner) has unlimited liability towards the partnership’s creditors, while the liability of at least one partner (the limited partner) is restricted. As a rule, the limited partner is liable up to the registered liability cap (suma komandytowa), but is released from liability to the extent of the value of the contribution actually made to the partnership. Both a limited partnership and a general partnership have legal capacity and may therefore acquire rights and incur obligations in their own name and may sue and be sued. A limited partnership also has bankruptcy capacity.
What are a limited partner’s contribution and the liability cap (suma komandytowa)?
A limited partner’s contribution is the performance that the limited partner undertakes to make to the partnership under the partnership agreement. It primarily concerns the internal relationship between the partner and the partnership. The suma komandytowa is an amount specified in the partnership agreement and disclosed in the National Court Register (KRS), setting the upper limit of the limited partner’s liability to the partnership’s creditors, subject to the rules on the contribution actually made and any repayment of that contribution. Under Polish tax law, a limited partnership with its registered office or management in Poland is subject to corporate income tax. Taxation of profit distributions to partners is governed by the applicable PIT or CIT rules and is separate from the civil-law scope of a limited partner’s liability.
Legal basis: Articles 102 and 111–112 KSH; as regards corporate income tax – Article 1(3)(1) of the Polish CIT Act.
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