It sometimes happens that partners in a limited partnership decide to change their roles. A limited partner agrees to become a general partner, while the existing general partner chooses to become a limited partner. But how can such a switch be carried out?
In a limited partnership, at least one partner bears unlimited liability for the company’s obligations toward creditors — this is the general partner (komplementariusz). At the same time, at least one partner has limited liability — this is the limited partner (komandytariusz). In practice, there are various reasons why partners may wish to change the company’s internal structure, which results in the need to switch roles.
This change — from general partner to limited partner and vice versa — requires an amendment to the partnership agreement. It is essential that the agreement allows for the change of general partners. If such a provision is not present, it should be added in advance or at the time of the role switch. This is important because the change of a general partner is constitutive — meaning it becomes effective upon registration, whereas other changes to the agreement take effect once the relevant resolution is adopted.
While the law does not impose such formal requirements for granting limited partner status, it is still advisable to include an appropriate provision in the agreement to avoid any legal uncertainties during the transition.
Gazeta Prawna, June 13, 2023 – by Legal Counsel Agata Okorowska
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