Business form: Limited joint stock company (S.K.A.)
COMMAND AND JOINT STOCK COMPANY, skrót S.K.A. (SPÓŁKA KOMANDYTOWO-AKCYJNA)
The design of a partnership combines the solutions inherent in business partnerships (in particular, limited partnerships), and also contains elements characteristic of a joint-stock company, which is a business company. In relation to general comrades, it is characterized, like other business partnerships, by a permanent staff and a high value of the personal qualities of these participants.
Preferred scope of activity
It is intended for carrying out economic activities on a large scale (the law requires a minimum contribution of 50,000 zlotys, i.e. about 12,600 EURO).
The name of the company
Must include the surname of at least one of the general partners, as well as the additional designation “limited partnership”. If the general partner is a legal entity, the firm of the limited partnership must include the full name of the firm (also the full name of the legal form) of this legal entity with the additional designation “limited partnership”. This does not exclude the indication of the name of a complete partner who is an individual.
If the name of the firm contains the name (or firm) of the limited partner, this leads to a change in the range of his responsibility - he will be liable as a full companion.
The company does not have the status of a legal personality, but has legal capacity - it can acquire rights on its own behalf, including property of real estate and other property rights, assume obligations, be a plaintiff or defendant in court.
The company is responsible for its debts or obligations with all of its property, without any restrictions, in solidarity with its general partners.
Responsibility of participants
General partners are responsible for the obligations of the company with all their property, subsidiary, jointly and severally with the company.
A shareholder is liable to third parties as a general partner if the name or firm / name of the shareholder appears in the name of the firm of the limited partnership. In other cases, he is not responsible for the obligations of the partnership. The risk of participation of shareholders in a partnership is limited by the amount of capital invested in the acquisition of shares in the partnership.
To found a company, a charter must be signed, which must be in the form of a notary deed, and then the company must be registered in the State Court Register (KRS). The application must be submitted to the District Court at the location of the partnership.
The application for registration of a limited joint stock company is submitted on the official form KRS-W2, which must be filled out correctly and legibly, in accordance with the company agreement. The following forms should be attached to the application:
- KRS-WВ defining the data of co-owners,
- KRS-WM classifying the subject of the company's activities and
- KRS-WK indicating the co-owners entitled to represent the company.
The state registration fee is PLN 500.
The limited partnership is a legal entity income tax (CIT) payer. In addition, shareholders must also pay income tax on profits paid to them in the form of dividends if the shareholders are individuals, or CIT if the shareholders are legal entities.
The company is a payer of value added tax (VAT) and excise tax.
Management of partnership affairs
The management of the affairs of the partnership is under the jurisdiction of the general partners, with the exception of matters transferred to the competence of the general meeting or the control council, by virtue of the provisions of the Code of economic societies and partnerships or the charter of the partnership.
Important! Shareholders do not have the right to manage the affairs of the partnership.
Contributions to the ZUS (Social Insurance Fund)
Compulsory social and health insurance does not apply to shareholders. Consequently, a shareholder is not required to pay premiums for these types of insurance, whether he is the sole shareholder or not.
General partners pay social and health insurance contributions on the same principles as those who carry out economic activities.
The company will be the payer in the event that employees or contractors are hired.
Categories of foreigners who can found a limited company
Every foreigner staying in Poland legally can establish and run a limited joint-stock company.
A foreigner staying in Poland illegally cannot carry out business activities.
Note! International treaties between individual states and Poland may introduce additional restrictions or powers. In this regard, you should make sure whether there is an international treaty with respect to this state.