1. GENERAL PARTNERSHIP General Characteristics
Quintessential representative of personal companies
Can be created only for business purposes or management of its assets by at least two founders
Emphasis on personal involvement and abilities of members
Designed for small businesses (restaurants, travel agencies, crafts)

2. GENERAL PARTNERSHIP Establishment
Legal act necessary for establishment - founding agreement
Incorporation - upon registration in the Commercial Register
Contributions into company’s assets not mandatory, must be made only if required by the founding agreement
Members (partners) - both individuals and legal entities
Person whose property was subject to insolvency or member of statutory body of company declared insolvent within last 3 years cannot be a member in general partnership
Members individuals must have impeachable character (clean criminal record)

3. GENERAL PARTNERSHIP Corporate organization
If contributions agreed but obligation to invest not fulfilled by a member, any other member is authorized on behalf of company to sue defaulting member for performance
If agreed in founding agreement contribution may be done by providing services or works for company
Corporate organization
No specific corporate bodies created
Management of the company carried out by members (partners)

4. GENERAL PARTNERSHIP Rights and duties of members
Right to participate in management
Each member is authorized to manage the company and act on behalf of the company in all matters (statutory body)
Founding agreement may grant the management right only to one or more members
“Managing members” are liable to other members for proper management of the company
“Non-managing” members have the right to be informed and to inspect the books and other documents of the company

5. GENERAL PARTNERSHIP
Right of one or more members to manage the company can be terminated
as agreed in founding agreement
by court upon request of any other member if managing member grossly violates his duties
“Managing member” may resign from his position

6. GENERAL PARTNERSHIP
Matters pertaining to the existence of the company may be decided only by all members or majority of members stated in the founding agreement
Examples of such decisions
change of founding agreement
termination of a company
approval of financial statements
disposition of major assets
appointment of one or more “managing members”
other matters stated in founding agreement
Members decide unanimously unless founding agreement states otherwise

7. GENERAL PARTNERSHIP Property Rights
Right to participate in profits of the company; each member participates equally in profits unless founding agreement states otherwise
Member who provided contribution is entitled to profit equal to 25% of his contribution
If the aggregate profit does not suffice, it is divided (up to 25% of contributions in the aggregate) among contributing members pro rata their contributions and the rest equally among other members
Each member is authorized to be reimbursed for costs expended for arranging corporate matters
In case of liquidation - right to participate in liquidation balance

8. GENERAL PARTNERSHIP Duties of members
Reflect the personal nature of general partnership
Obligation to participate in carrying out the business of the company
Obligation to perform member’s tasks with due care
Obligation to provide contribution in company’s assets – only if provided for in the founding agreement
Obligation to share losses of the company
Obligation to refrain from carrying out outside the company business activity identical or similar to that carried out by the company (ban on competition conduct)

9. GENERAL PARTNERSHIP Liability of members for obligations of a company
All members are personally and fully liable for obligations of the company
Liability is joint, several and unlimited
General provisions on suretyship are applicable to liability of members for obligations of the company
Member may be requested by the company’s creditor to pay only if company does not perform
Member has a subrogation right towards the company
Member has a right to be compensated by other members in proportion to their liability
Any member may resign from company through change of founding agreement, in such case is liable for debts arisen before resignation

10. GENERAL PARTNERSHIP Specific remedies
New member can accede through change of founding agreement, such member is liable for company´s debts even before his accession
Specific remedies
Each member is authorized to
Claim on behalf of the company damage caused to the company by the other member
Seek with the court decision on termination of the company for important reasons, in particular, if the other member materially violates his obligations
Company may seek with the court expulsion of member who materially violates his obligations

11. GENERAL PARTNERSHIP Termination of general partnership
For reasons applicable to all companies
Decision of all members to terminate the company with liquidation
Decision of all members on termination through a transformation
Decision of a court
For reasons specific only to general partnership
Upon the death of a member (natural person)
Upon termination of a member (legal entity)
Upon declaration of bankruptcy over assets of a member
Unless founding agreement and agreement of remaining members allow for continuation of company

12. LIMITED partnership General Characteristics
Personal company with certain capital features
Two types of partners
unlimited partner
limited partner
Can be created only for business purposes by at least one limited and one unlimited founder
Personal involvement of unlimited members reflected in company’s management

13. LIMITED partnership Establishment
Legal act necessary for establishment - founding agreement
Incorporation - upon registration in the Commercial Register.
Limited members obligated to make capital contributions in the amount set forth in founding agreement, no minimal amount stated by law
Members (partners) - both individuals and legal entities

14. LIMITED partnership Corporate organization
No specific corporate bodies created
Management of day to day business carried out by unlimited members (partners)
Other matters decided by unlimited and limited members jointly – majority voting pursuant to founding agreement
Founding agreement may be changed by agreement of all members unless founding agreement provides for majority of unlimited and limited members

15. LIMITED partnership Rights and duties of members
Right to participate in management – unlimited members
Each unlimited member is authorized to manage the company and act on behalf of the company in all matters
Founding agreement may grant the management right only to one or more unlimited members
Right of one or more unlimited members to manage the company can be terminated
by decision of other unlimited members as agreed in founding agreement
by court upon request of any unlimited member if managing member grossly violates his duties
Managing member may resign from his position

16. LIMITED PARTNERSHIP
Right to participate in management – limited members
Rights and duties determined by size of capital contribution unless founding agreement states otherwise
Right to be informed and to inspect the books and other documents of the company
Vote on matters outside day to day business and change of founding agreement together with unlimited members
Voting separate by unlimited and limited members unless founding agreement states otherwise

17. LIMITED partnership Property Rights
Right to participate in profits of the company
Profits divided into two parts - one for unlimited partners, one for limited partners
Part for unlimited members divided equally
Part for limited members divided in accordance with their capital contributions
Both unless founding agreement states otherwise
In case of liquidation - right to participate in liquidation balance
Each member authorized to the amount adequate to its contribution
In case of insufficient balance limited members take priority
The rest divided pursuant to rules applicable to division of profits

18. LIMITED partnership Duties of members
Reflect distinctions in nature of unlimited and limited members
Unlimited members - the same position and duties as members of general partnership
Limited members – duties similar to duties of members of limited liability company
Obligation to provide contribution in company’s assets
Limited members do not share losses of the company unless provided for this in founding agreement

19. LIMITED PARTNERSHIP Liability of members for obligations of a company
Unlimited members are personally and fully liable for obligations of the company
Liability of unlimited members is joint, several and unlimited
Limited member is liable jointly and severally with other members (unlimited and limited) for obligations of company up to the amount of his unpaid contribution as registered in commercial register

20. Founding agreement may stipulate that limited partners are liable for obligations of the company up to the amount set forth in the founding agreement (liability amount)
Liability amount is registered in Commercial Register
Liability amount may not be lower than the aggregate of contributions of limited partners

21. LIMITED PARTNERSHIP Termination of limited partnership
For reasons applicable to all companies
Decision of all members to terminate the company with liquidation
Decision of all members on termination through a transformation
Decision of a court
For reasons applicable to general partnership with regard to unlimited partners
Upon the death of unlimited member (natural person)
Upon termination of unlimited member (legal entity)
Upon declaration of bankruptcy over assets of unlimited member
Death, termination or bankruptcy of limited partner does not affect the existence of company