Registration of a limited partnership with the National Court Register

If you want to set up a limited partnership, you must first enter it in the Register of Businesses in the National Court Register. Read below to find out more about this procedure.

static.smc.portals.biznes_gov_pl_en.layout.content.serviceDescription.details.serviceHowHandleMatter

static.smc.portals.biznes_gov_pl_en.layout.content.serviceDescription.details.serviceWhatYouShouldKnow

A limited partnership may be formed by at least two partners, one of whom is a limited partner with limited liability for the partnership’s obligations, and the other is a general partner, who is liable for the limited partnership’s obligations without limitation, i.e. with all their assets.

Read about the key characteristics of a limited partnership.

A limited partnership is set up upon its registration with the National Court Register based on an application submitted together with the required attachments.

How to submit an application

Effective from 1 July 2021, the applications may be submitted in electronic form only. Applications submitted in paper will not be processed by the registry court.

Please note! An online registration procedure means that any official documents from the entrepreneur to the court and those from the court to the entrepreneur are sent through the ICT system – you cannot opt out of electronic service of the documents.

Where to submit an application

An application for registration must be submitted through:

• the Court Registers Portal (Portal Rejestrów Sądowych, PRS) (only if the limited partnership agreement was made before a notary)
• the S24 ICT system (only if the limited partnership agreement was made pursuant to the form made available in S24).

Registration of a limited partnership with the National Court Register through the Court Registers Portal

To register a limited partnership with the National Court Register through the Court Registers Portal, first you must create a user account. To do this, you must provide your e-mail address and a password. To create an account, you must authorise the procedure with a qualified signature, trusted signature or with your personal signature (e-identity card). Remember that only one account can be created using the authorisation procedure with those signatures.

Please note! Through the Court Registers Portal you cannot set up a partnership or a company online. Through the Court Registers Portal you may register with the National Court Register a partnership or a company whose agreement or articles of association were already made in the traditional form (a limited partnership requires to have its agreement made in the form of a notarial deed).

After logging in to your account, you may start filling in your application. Choose the correct legal form, that is a limited partnership (spółka komandytowa), and find the relevant application.

Registration of a limited partnership with the National Court Register through the S24 system

To register a partnership with the National Court Register through the S24 system, first you must create a user account. To do this, you must provide your e-mail address and a password. To create an account, you must authorise the procedure with a qualified signature, trusted signature or with your personal signature (e-identity card). Remember that only one account can be created using the authorisation procedure with those signatures.

Who can prepare and sign the application 

The application through the Court Registers Portal and the S24 system may be prepared by any person having an account in the portal. This doesn’t have to be a partner or the partnership’s legal representative.

When the application to register a partnership is ready, it may be signed only by:

• each partner of the partnership (the application doesn’t need to be signed by all partners), or
• legal representative (lawyer or legal counsel) appointed independently by a partner, by several partners or by all partners together.

If the application is prepared by a person other than a partner or a legal representative, then such person must use the option of making the application available for signature to allow the authorised person to sign the application. The application may be made available for signature only to the person who has an account in the PRS or S24 system.

The application must include:

• the business name, registered office and address of the partnership
• the objects of the partnership
• surnames and forenames or business names (names) of the general partners and, separately, surnames and forenames or business names (names) of the limited partners, as well as the circumstances regarding limitations on the partner’s capacity for legal transactions, if any
• the surnames and forenames of the persons authorised to represent the partnership and the manner of such representation; if the general partners have entrusted only some of them with the conduct of the partnership’s affairs, an indication of such circumstances
• the fixed amount of liability of the limited partner (suma komandytowa).

Please note! The signed application must be filed with the court. The procedure is simple – just press the “Submit the application” button (this can only be done by the person who prepared the application).

Documents to be attached to the application

When submitting your application through PRS or S24, you need to attach the required documents in the form of electronic attachments.

Attach the following documents to the application:

• the limited partnership agreement
• the list of general and limited partners with their addresses for service
• a statement of the general partners with the right to represent the partnership, in which they consent to their appointment
• proof of payment of the court fee and the fee for the publication of the limited partnership’s registration in the Official Court and Economic Gazette (Monitor Sądowy i Gospodarczy)
• a power of attorney accompanied by the proof of payment of the fee for the power of attorney if the application is submitted by an attorney

In the PRS system, you do not attach documents made in the form of a notarial deed. For those documents, you need to only state the number (identifier) of the notarial deed in the Central Register of Electronic Copies of Notarial Deeds (CREWAN). 

In the S24 system, the limited partnership agreement and the list of partners are added automatically. You must add other documents on your own (manually).

Each attachment should be added as a separate file. Please remember about the following rules: 

• if a document (attachment) is in electronic form, it should be signed with a qualified signature, trusted signature or with your personal signature (e-identity card) before its submission. In the PRS system, you can also sign a document by adding a file with a separate signature.
• if the document (attachment) is in paper form, you need to attach the following to the application:
  • electronic copies of the documents certified by the notary – if the application is signed by a partner
  • a scan or photo of the document – if the application is signed by a partner, and the original documents or their copies certified by the notary will be sent to the court within 3 days from the date of submitting the application
  • a scan or photo of the document – if the application is signed by a professional attorney (lawyer or legal counsel)

If you fail to attach the required documents, the court will return your application without a request to supplement the missing elements. 

How to appoint a legal representative

A power of attorney for the registration of the partnership with the National Court Register must be signed by all members of the partnership’s management board.

Cost of registering a partnership

In the PRS and S24 systems, the fee for the application is paid through the e-Payments system. You can also make the payment from your bank account, with a credit card, a debit card or BLIK.

• If the partnership agreement is made before a notary

PLN 500 – court fee for the entry in the register 
PLN 100 – fee for the publication of the entry in the Official Court and Economic Gazette

PLN 17 – stamp duty for the power of attorney (only if the application is submitted by an attorney)

• If the partnership agreement is made through the S24 system

PLN 250 – court fee for the entry in the register 
PLN 100 – fee for the publication of the entry in the Official Court and Economic Gazette (Monitor Sądowy i Gospodarczy)

PLN 17 – stamp duty for the power of attorney (only if the application is submitted by an attorney)

If you file a power of attorney with a public office, you must pay the stamp duty. However, powers of attorney granted to your husband, wife, children, parents, grandparents, grandchildren or siblings are free of charge.

Where to pay the fee: stamp duty for the power of attorney must be paid to the account of the city/town council competent for the registered office of the court with which you file the power of attorney. The account number is provided at the website of the city/town council. For instance, if you file the power of attorney with the District Court in Olsztyn, then you must pay the fee to the account of the Olsztyn City Council.

static.smc.portals.biznes_gov_pl_en.layout.content.serviceDescription.details.serviceWhereHandle

static.smc.portals.biznes_gov_pl_en.layout.content.serviceDescription.details.serviceCanHandleAt:

• District Court

static.smc.portals.biznes_gov_pl_en.layout.content.serviceDescription.details.serviceHowLong

static.smc.portals.biznes_gov_pl_en.layout.content.serviceDescription.details.serviceHowAppeal

If the procedure ends in a decision refusing to make the entry in the National Court Register, you may appeal against it.

If the decision in your case was issued by a court clerk, you can lodge a complaint which will be considered by the judge of the district court. The decision of the judge on the complaint against the decision of the court clerk ends the first instance procedure, and the appeal procedure may be initiated.

If the decision in your case was issued by a judge, you can lodge an appeal to the regional court, through the court which issued the decision. You must lodge the appeal within 2 weeks from the receipt of the decision (together with the reasons).

static.smc.portals.biznes_gov_pl_en.layout.content.serviceDescription.details.serviceGoodToKnow

Supplementary data to be submitted

Please note that apart from the application to register the limited partnership with the National Court Register, you must also inform the authorities about:

• supplementary data of which the tax office should be notified, such as bank account numbers, information on the special status of the limited partnership, the expected number of employees or the place of business activity, as well as the contact details. Such notification must be made through the NIP-8 form. You must submit the NIP-8 form within:
  • 21 days from the date of the entry of the limited partnership in the National Court Register
  • 7 days from the start date of the business activity – if you intend to pay social security contributions
• a beneficial owner – information to be submitted to the Central Register of Beneficial Owners (CRBR). This notification must be made within 7 days from the date of the entry of the limited partnership in the National Court Register.

See also:

• how to register with the Social Insurance Institution (ZUS)
• how to register for VAT.

Tax on civil law transactions (PCC)

Once the partnership agreement is signed, you must: 

• submit to the head of the tax office competent for the limited partnership’s registered office the PCC-3 declaration, signed by the partnership’s management board 
• calculate the tax yourself and pay it within 14 days of entering into the limited partnership agreement. 

The taxable amount is the value of the share capital less the cost of registration with the National Court Register and publication in the Official Court and Economic Gazette (the handling fee is not deductible). The PCC tax rate on the partnership agreement is 0.5%.

Change of data

If, after the limited partnership is registered, there is a change in the data that needs to be disclosed, such as the change in the registered address or in the business name, an application to make a relevant change should be submitted no later than within 7 days from the date when the change occurred.