Form of entrepreneurial activity: Limited company
A COMMANDITIVE SOCIETY (SPÓŁKA KOMANDYTOWA) is a form of business activity founded by a group of persons who share their duties to the company. A general partner and a limited partner.
One member has capital but does not want to manage (limited partner), while the other has knowledge or ideas for the business, but no capital and needs support to implement his plan (general partner). Consequently, limited partners are most often individuals, while general partners are legal entities controlled by the former.
A general partner is an active investor, which means that he or she manages the company and represents the company.
The name of a limited partnership must contain the name of one or more partners, or the additional designation "limited partnership", np. ABC Sergiusz Szapowal - limited liability company).
A company does not have the status of a legal person, but it has legal capacity - it can acquire rights in its own name, including real estate and other proprietary rights, assume obligations, be a plaintiff or defendant in court.
Limited Liability Company Establishment Procedure
To found a limited company, a partnership agreement must be signed in the form of a notarial deed, after which the company must be registered in the State Court Registry (Krajowy Rejestr Sądowy - KRS).
Application to the State Court Register (KRS) must be submitted to the District Court where the entity to be registered is located.
The application to register a limited partnership is submitted on the official KRS-W1 form, which has to be filled in correctly and legibly, according to the partnership agreement. The following forms should be attached to the application:
- KRS-WC defining the details of the co-owners;
- KRS-WM defining the object of the association's activities; and
- KRS-WK indicating the co-owners entitled to represent the company.
The state fee for registration is PLN 500.
A limited partnership is deemed to have been formed from the moment of registration in the register of entrepreneurs of the State Court Register (Krajowy Rejestr Sądowy - KRS).
No minimum capital is legally required to form a company.
Contributions can be made in monetary or non-monetary form - e.g. transfer of ownership of an item (this is to be understood as transfer of ownership of the partnership), transfer to the partnership of the right to use or acquire benefits of an item or rights, performance of works or services.
Property of the partnership
The property acquired by the partnership in the course of its operation, as well as the property contributed by the participants as contributions, is the property of the partnership, and not of the participants - as opposed to the simple partnership.
The partnership is a "separate" entity from the participants.
Depending on who is a co-owner, the company's activities are subject to personal income tax/PIT or corporate income tax.
Categories of foreigners who may establish a limited company
Every foreigner legally staying in Poland may establish and run a limited liability company.
A foreigner staying in Poland illegally may not conduct business activities.
Note! International agreements between individual states and Poland may introduce additional restrictions or powers. Therefore, you should check whether an international treaty exists in relation to that state. The Ministry of Foreign Affairs maintains an Internet treaty database where you can check such information.
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