What is the liability of shareholders (partners) in Polish companies (partnerships)?
A partner in a general partnership is fully liable with their personal assets for the partnership’s obligations, jointly and severally with the other partners. The joint and several liability of a partner means that a creditor may seek satisfaction of a debt, at their discretion, either from all partners jointly, several of them or only one of them. Where the benefit has been provided by one partner, this partner has the right to claim reimbursement of proportionate parts from the other partners.
However, a creditor of the partnership will only be able to seek satisfaction of the claim from the personal assets of the partners if an attempt to satisfy the claim from the assets of the partnership itself proves unsuccessful.
If a new partner joins the partnership, this partner is liable for the partnership’s obligations, including those incurred before the date of their accession to the partnership.
In a limited partnership, there are two types of partners: limited partners and general partners.
Limited partners are passive partners who do not manage the partnership’s affairs, their liability being limited to the commendam sum, i.e. the amount specified in the partnership agreement. This constitutes the limit of their liability for the limited partnership’s obligations. If a limited partner makes a contribution to the partnership of a value equal to the commendam sum, they become fully released from any personal liability for the partnership’s obligations.
General partners, by contrast, are active partners managing the partnership’s affairs and representing it externally. Their liability is unlimited, and they bear subsidiary liability for the partnership’s obligations with their personal assets (similar to general partners, as described above).
Limited joint-stock partnerships
A limited joint-stock partnership has features of both partnerships and companies. There are two categories of partners in this partnership: shareholders with shares in the partnership that make up its share capital and general partners making contributions to the partnership that are not included in its share capital. The shareholders are not liable for the partnership’s obligations with their personal assets. The general partners, by contrast, as in a limited partnership, are the active partners of the limited joint-stock partnership, fully liable for its obligations in the event of the partnership’s insolvency.
Note that the shareholders of a limited joint-stock partnership may also be its general partners. This means that although a person as a shareholder is not liable for the partnership’s obligations, as a general partner, they will be fully liable where the company’s assets prove insufficient to satisfy the claims of its creditors.
In the case of Polish companies, i.e. a limited liability company, a simple joint-stock company or a joint-stock company, as a general rule, shareholders do not bear any personal liability for the company’s obligations. Shareholders bear personal liability only in exceptional situations.
A shareholder may be liable for the obligations of a company in organisation (i.e. after the incorporation of the company and before its entry into the National Court Register). Liability for the obligations of a company in organisation is borne jointly and severally by the company, the persons acting on its behalf and the shareholders. Joint and several liability means that a creditor may enforce the performance of an obligation against any of the entities indicated. However, the personal liability of a shareholder of a company in organisation is limited to the value of a contribution not made to the company.
The potential personal liability of a shareholder also arises when the shareholder is also a member of the company’s management board, considering that a member of the management board may be liable for the company’s obligations if enforcement from the company’s assets proves ineffective.