LIMITED JOINT-STOCK PARTNERSHIP
(Pol, spółka komandytowo-akcyjna, abbreviated name: S.K.A.)
| MINIMAL NO. OF PEOPLE / ENTITIES REQUIRED TO INCORPORATE | At least one general partner (natural person/legal person) and shareholder (natural person/legal person) | |
| LEGAL CAPACITY | YES - the partnership may be a subject of legal acts (for example may be an owner of shares, acquire real estate etc.) | |
| LEGAL PERSONALITY | NO | |
| MINIMAL SHARE CAPITAL | 50 000 PLN (about 12 000 EUR). There is special tax in the amount of 0,5% of share capital to be paid by newly established partnership within 14 days from signing the company's statute | |
| TAXATION | Limited Joint-Stock Partnership is a tax payer of Corpotate Income Tax (CIT). The Corporate Income Tax rate is 19%. Reduced 9% tax rate applies to companies, which revenue from sales for last tax year does not exceed 2 000 000 EUR. Shareholders of the partnership are subject to the tax on dividends at a rate of 19%. General Partners of the partnership, under some requirements, are allowed to deduct the amount of CIT paid by the partnership from its own income. Consequently, there is no economic double taxation of general partner income. Effective tax rate amounts to about 19%. In case of foreign shareholders and partners, the taxes should be applied subject to EU regulations and double taxation treaties. Limited Joint-Stock Partnership may be a VAT payer. | |
| TYPES OF PARTNERS | GENERAL PARTNER (POL. KOMPLE- MENTARIUSZ) | Each LJSP must have at least one general partner (pol. komplementariusz). The same entity is not allowed to be both general partner and limited partner. Each entity which possess legal capacity can be partner of Polish Limited Joint-Stock Partnership. It concerns natural person, legal person, as well as other entities, which formally are not legal person, but have legal capacity. There are not any restrictions regarding foreigners. Any foreign person or company/partnership can be a general partner of Polish LJSP. It concerns also offshore companies registered in tax heavens. Each general partner is liable to the creditors for the obligations of the partnership without limitation. Unlimited liability involves also taxes and other public duties. General partners manage the affairs of the partnership and represent the partnership. There are however some matters which require shareholders consent. |
| shareholder (POL. AKCJO- NARIUSZ | Each LJSP must have at least one shareholder (Pol. akcjonariusz). The same entity can to be both general partner and shareholder. Each entity which possess legal capacity can be shareholder of Polish Limited Joint-Stock Partnership. It concerns natural person, legal person, as well as other entities, which formally are not legal person, but have legal capacity. There are not any restrictions regarding foreigners. Any foreign person or company/partnership can be shareholder of Polish LJSP. It concerns also offshore companies registered in tax heavens. Shareholders are not liable for the company obligations against third parties, tax obligations, other public duties. However, if a shareholder is also a general partner, he's liability is unlimited. Shareholders, as a rule, are not entitled to manage the affairs of the partnership and represent the partnership. There are however some matters which require shareholders consent. | |
| SUPERVISORY BOARD | A supervisory board may be established in any limited joint-stock partnership. If there are more than twenty-five shareholders, the creation of a supervisory board is mandatory. Thew supervisory board must have at least 3 members. A general partner or his employee may not serve as a member of the supervisory board. The supervisory board exercise permanent supervision over the partnership in all areas of its operation. | |
