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General partnership

 

GENERAL PARTNERSHIP

Establishment in this form may create two founders who are natural persons, legal and organizational units without legal personality, to which the law confers legal capacity. Partners are liable for all the company's obligations with all their assets in solidarity (the creditor may demand satisfaction of a claim from one, several or all of the shareholders) and subsidiary (the creditor can enforce execution against a partner when the execution of the company's assets proves to be ineffective).

To set up a general partnership, it is necessary to conclude an agreement by the partners in writing, under consequence of nullity, apply to the competent court of registration, accompanied by notary certified specimen signatures of the persons empowered to represent the company, as well as to enter the company into the National Court Register. There is a possibility to conclude a general partnership agreement with the use of the standard master agreement made available in the ICT system. In the case of a general partnership, a minimum share capital is not determined.

The company conducts business under its own name, which must contain at least one name of the partners and the words “spółka jawna” ["general partnership"]. Each partner can lead the company's daily affairs that do not exceed the scope of general activities associated with running a business. In cases of exceeding the scope of the ordinary activities of the company, consent of all partners is required, including those partners who are excluded from the daily conduct of the affairs of the company.

This business formation is recommended primarily to smaller businesses. General partnerships usually benefit family businesses, consisting of a group of trusted and mutually understanding shareholders.

 

Source: R. Zieliński, „Formy prowadzenia działalności gospodarczej, aspekty administracyjne związane z zakładaniem i prowadzeniem przedsiębiorstwa” ["Forms of business administrative aspects associated with setting up and running a business"], Akademia Leona Koźmińskiego.