Polish company law
Polish company law covers both economic forms, which are a free agreement between partners, as well as legal entities with an extensive organizational structure, gathering property components of high values. The typology of Polish companies is created based on two criteria. The first and most general division distinguishes civil law companies and commercial law companies. In the group of civil law companies there is only one form, which differs from the other legal basis and is a civil partnership, all other organizational forms are included in commercial law companies. The second criterion refers to the material basis of their creation, therefore we differentiate between personal and capital companies.
Differences between a partnership and capital company
Partnerships are organizational units with no legal personality. Despite this, they participate in legal transactions, due to their legal capacity, granted by the provisions of special laws. They have, among others legal capacity, the right to acquire and sell real estate, as well as incur liabilities. Shareholders joining a partnership, in principle are responsible for its liabilities with all their assets, despite the fact that this rule has certain limitations in relation to individual types of companies. Responsibility in this type of company is, therefore, of a joint nature and, as the name suggests, personal, because the funds for the satisfaction of the creditors come from the shareholders’ own assets. To create a partnership, at least two entities are needed, and personal depots are not transformable.
It is not hard to guess that capital companies are mainly based on accumulated capital. These are also more formal structures, these units have legal personality, and bodies to be represented outside may be formed by third parties. There is no personal component here, as in the case of the group described earlier, the partners do not represent the company, and the coordination of warehouses is possible, due to the priority for the company to have economic components. Capital companies can be run individually, it is not necessary to enter into cooperation between two entities. The nature of liability is also different, because the partners joining the company are liable for its obligations, only to the amount of the contribution made, the creditor is not able to conduct executions of their personal property.
Types of companies
The simplest form from the point of view of formalizing a partnership is a civil partnership. Both natural and legal persons are entitled to its creation. However, as part of the contribution, both assets and work, services and skills can be contributed. The company is established at the moment of concluding an agreement between partners. Another company from the personal category is a general partnership, which illusively resembles a civil partnership, but there are some aspects that significantly differentiate it. First, the legal basis, the issue of a general partnership was well-established in the code of commercial companies, not in the civil code. In addition, the name of a general partnership requires the disclosure of the name, although one of the partners, and the conclusion of the contract in writing is subject to the nullity and not only the ad-probation clause – for evidentiary purposes. A specific type of partnership is a partner company that serves one or more freelance professions. A special character manifests itself in responsibility, because the partners of this company are only responsible for activities closely related to its functioning, they do not take mutual responsibility for their actions related to the performance of a freelance profession. The greatest limitations of liability among all partnerships