A limited partnership is created in the very moment of including it in the register. From the moment of including the limited partnership in the National Court Register, the enterprise is considered an organizational unit without legal personality. The agreement to form the limited partnership needs to be concluded in the form of an authenticated act, the payment for which is undertaken after being informed about the current notarial fee. Additionally, conclusion of the agreement is connected with the necessity to pay the tax on civil law transactions, the amount of which is equal to 0.5 % of the limited partnership’s liability. The document forming the limited partnership shall include the following pieces of information:
- Company and company’s seat
It should be noted that the name of the limited partnership shall incorporate the name of one or more partners and the “limited partnership” phrase. If a legal person is one of the partners of the partnership, the full name of the company owned by the partner shall be provided and additionally proceeded by the “limited partnership” phrase.
- Range of activities of the partnership
- Existence of the partnership (if limited)
- The amount of shares contributed and their value.
The shares contributed may be in their entirety or partially in the form of benefits in kind. In such a case, the agreement of the partnership shall specify the type of the in-kind contribution, its value, as well as the name of the partner, who provided the aforementioned shares. Nevertheless, the commitment to perform a given work or provide a particular service shall not be treated as a contribution, unless the value of other contributions provided by the partner is no lower than the limited partnership’s liability.
- The level of liability of a partner with regard to creditors expressed in quota terms (limited partnership’s liability)
If the agreement does not state the otherwise, the partner holds no right or obligation to manage the partnership’s affairs.
Only general partners may apply for inclusion of the partnership in the National Court Register.
What pieces of information shall such application contain? Typically, the following are required:
- Partnership name, seat, and address
- Range of activities of the partnership
- Names and surnames of the partners and addresses of the partners or addresses for service
- The amount of limited partnership’s liability
The following shall be amended to the application:
- Partnership’s agreement
- Specimen signatures of partnership’s representatives (general partners), which have been prior presented to the court or notarized
- Deed of undertaking court fee for inclusion of the partnership in the register.
Costs connected with issuing of an authenticated act (maximum rates)
There are the following payments to be undertaken in relation to issuing authenticated acts
- Notarial fee for creation of the partnership’s agreement in the form of authenticated act, the value indicated in which depends on the amount of limited partnership’s liability. In the case of the limited partnership’s liability being equal to five thousand PLN, the fee will be 160 PLN + VAT, that is – 195,2 PLN; when the limited partnership’s liability is equal to fifty thousand PLN, then the fee will be 910 PLN + VAT, that is – 1110,20 PLN.
- Fee for copying the original agreement. The maximum rate is equal to 6 PLN for each new page of the document.
- Tax on civil law transactions, the amount of which is equal to 0.5 % of the initial capital minus the cost of the agreement in the form of authenticated act and additional costs connected with inclusion of the partnership in the National Court Register. In the case of the initial capital being equal to 5000 PLN, the amount of tax to be paid will be about 17 PLN.
- Authentication of signatures of members of the board. The procedure costs 20 PLN per each signature to be authenticated.
Provided rates shall be considered maximal. While taking advantage of services provided by our accounting office in Lodz, which has been cooperating with one of local notaries, you have the possibility to be offered lower rates. Our offer concerning support in forming a company may be found in the “Price list of forming limited liability companies” and concerns creation of the agreement, filling in the NCR application forms, as well as issuing additional documents, which are required for the agreement to be accepted by the authorities.
Costs connected with the inclusion of the company in the National Court Register:
Inclusion in the NCR and publication of a proper announcement in the Court and Commercial Gazette is connected with the necessity to undertake the payment being equal to 600 PLN. The application is to be presented in a proper department of the local Commercial Court of Law. Our professionals may execute the procedure on your behalf.
Payment for publication of a proper announcement in the Court and Commercial Gazette shall be undertaken while presenting the application form to proper authorities. We would like to warn all entrepreneurs, who receive letters from private companies, such as the Internet Register on Court and Commercial Gazette. Such companies have no connections with the Gazette and the undertaken payment will not be accepted while issuing the application form.