Commercial partnership
This term refers to the law of the country selected below.
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What is a commercial partnership?
Under the Polish Commercial Companies Code, commercial partnerships are: the general partnership, professional partnership, limited partnership and limited joint-stock partnership. A civil-law partnership (spółka cywilna) and a so-called silent partnership are not commercial partnerships within the meaning of KSH. A commercial partnership does not have legal personality, but it has legal and procedural capacity: it may acquire rights and incur obligations in its own name, and it may sue and be sued. It operates an enterprise under its own business name. The personal character of the partnership means that the identity of its partners is of material importance. A partner’s aggregate rights and obligations may be transferred to another person only if the partnership agreement permits this and, as a rule, with the written consent of all the remaining partners, unless the agreement provides otherwise.
When may a commercial partnership be dissolved?
The grounds for dissolution depend on the type of partnership and the provisions of its partnership agreement or articles of association. In a general partnership, the death or bankruptcy of a partner is a statutory ground for dissolution; however, the partnership may continue between the remaining partners if the partnership agreement so provides or if the remaining partners promptly resolve to continue it. The rules governing a general partnership apply accordingly to a limited partnership, subject to the exceptions provided for in KSH. In particular, the death of a limited partner does not constitute a ground for dissolution of the partnership. It is therefore advisable for the partnership agreement to regulate precisely the consequences of a partner’s death, bankruptcy or withdrawal and the principles governing the partnership’s continued operation.
Legal basis: Articles 4 § 1(1), 8, 10, 58, 64, 103 and 124 KSH.
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