In practice, partners of a general partnership (spółka jawna) sometimes conclude that running the business as a limited partnership (spółka komandytowa) would be more beneficial. Is it possible to carry out such a transformation in a simplified manner?
The Polish Commercial Companies Code allows for this option. The transformation procedure ensures continuity of the general partnership’s rights and obligations, which means there is no need to renegotiate contracts or obtain counterparty approvals to transfer rights and obligations to the new entity. In principle, the transformed company also retains the licenses, permits, and tax reliefs granted before the transformation.
The transformation process consists of three phases. First, the preparatory phase involves drafting the transformation plan with attachments and notifying the partners of the intended change. Second, in the management phase, the partners of the general partnership adopt a resolution on transformation (which replaces the need to sign a new partnership agreement) and designate the partners who will manage and represent the company. Third, in the registration phase, the application is filed to enter the transformed company into the Register of Entrepreneurs, and the previous entity is removed.
This process can be simplified, provided that all partners in the general partnership are authorized to manage the company’s affairs.
Gazeta Prawna, May 9, 2023 – by Legal Counsel Agata Okorowska
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