A limited partnership is a legal form for specific business models with a clear division between an active manager and passive investors. For most foreigners, a limited liability company (LLC) is simpler and safer, as the limited partnership no longer offers its former tax advantages.
What exactly is a limited partnership?
A limited partnership is a type of partnership that must have at least two partners with different statuses and scopes of liability. These are the general partner (komplementariusz) and the limited partner (komandytariusz).
Understanding these two roles is key:
- General Partner (Komplementariusz): This is the active partner who manages the company’s affairs and represents it. Their liability for the company’s obligations is unlimited – they are responsible with their entire personal assets.
- Limited Partner (Komandytariusz): This is typically a passive investor who contributes capital. Their liability is limited to the amount of the limited liability sum declared in the articles of association.
Why has the limited partnership lost its popularity? (Tax changes)
The limited partnership lost its main advantage in 2021 when it became subject to corporate income tax (CIT). Previously, it was tax-transparent, which meant no double taxation.
Before the changes, the company’s profit was taxed only once, at the partners’ level (with PIT). Now, similar to an LLC, the company first pays 9% or 19% CIT on its income, and then the partners pay 19% PIT on the distributed profit. This has leveled its tax attractiveness with that of an LLC.
When is a limited partnership still a good choice?
A limited partnership still makes sense in situations where the business structure requires a clear division of roles and responsibilities. It is a tool for conscious entrepreneurs, not a universal solution.
It is worth considering in the following cases:
- Projects with passive investors: When you have a financial investor (limited partner) who wants to limit their risk, and you (as the general partner) will actively manage the project.
- Family businesses: It allows family members to be involved as passive partners while one person retains full control over the business operations.
- Real estate development and investment projects: Where a structure with one manager and multiple investors with limited risk is natural.
How does the popular “LLC limited partnership” structure work?
This is a hybrid structure where the role of the general partner (the partner with unlimited liability) is played by a limited liability company (LLC). Thanks to this solution, the personal liability of all individuals in the partnership is effectively eliminated.
In this model, the LLC manages and formally bears full liability, but it itself has limited liability up to the value of its assets. Individuals act as limited partners, so their private assets are protected. This is a clever but complex solution that requires professional legal and accounting services, which we provide at Progress Holding.
Limited partnership vs. LLC – what to choose?
For most foreigners starting a business in Poland, an LLC is a simpler, cheaper, and safer choice. A limited partnership is a tool for more advanced and specific business structures.
| Feature | Limited Partnership | Limited Liability Company (LLC) |
|---|---|---|
| Liability | Mixed (unlimited and limited) | Limited for all shareholders |
| Taxes | Double taxation (CIT + PIT) | Double taxation (CIT + PIT) |
| ZUS Contributions | Mandatory for all partners | None for shareholders (with min. 2 shareholders) |
| Complexity | High (requires a notarial deed) | Low (online registration S24 possible) |
| Availability for foreigners | Full | Full |
Our Data: When do we advise our clients against a limited partnership?
Based on our experience serving over 500 companies with foreign capital, we strongly advise against a limited partnership in typical startup scenarios. This form is too complex and costly for most new businesses.
Our analysis shows that 9 out of 10 foreigners who ask about a limited partnership do so based on outdated information about tax benefits. After explaining the changes in regulations and comparing the costs, almost all of them decide on the simpler and safer LLC. A limited partnership generates higher setup and ongoing maintenance costs, and also imposes an obligation on all partners to pay ZUS contributions, which is a significant disadvantage compared to a multi-person LLC.
Frequently Asked Questions
Can a foreigner establish a limited partnership in Poland?
Yes, any foreigner, regardless of citizenship or place of residence, can be a partner (both a general partner and a limited partner) in a Polish limited partnership. There are no restrictions in this regard.
What is the minimum capital in a limited partnership?
The law does not require a minimum share capital. However, it is necessary for partners to make contributions and to specify a “limited liability sum” for each limited partner in the articles of association. This sum sets the upper limit of their liability for the company’s obligations.
Do partners in a limited partnership pay ZUS contributions?
Yes, all partners in a limited partnership (both general and limited partners) are treated as individuals conducting business activity and are subject to mandatory social and health insurance contributions (ZUS).
Does a limited partnership require full accounting?
Yes, every limited partnership, regardless of its revenue, must maintain full accounting (accounting books). This involves higher accounting service costs than simplified accounting. At Progress Holding, the cost of accounting services for companies starts from 799 PLN net per month.
How much does it cost to establish a limited partnership?
Establishing a limited partnership is more expensive than an LLC via the S24 online system. The articles of association must be in the form of a notarial deed, which generates notary fees. Additionally, there are court fees. The total cost of establishment with professional support is typically several thousand PLN.
A limited partnership is a specialized tool that has lost its universal appeal after the tax changes. For most foreign entrepreneurs, an LLC is a much better choice. Do you have doubts about which form will be optimal for your business? Contact us at Progress Holding at +48 603 232 418 or by email at office@progressholding.pl.
