Capital and contribution in a limited joint-stock partnership (part 10)

Service

The capital and contribution in a limited joint-stock partnership are strictly defined. There are two share capitals in a limited joint-stock partnership. The first is the share capital, which in a limited joint-stock partnership is at least PLN 50,000. PLN, the second - capital specified by the legislator in Art. 132 § 1 of the Commercial Companies Code as "other funds", being the capital covered by contributions from general partners.

Capital and contribution in a limited joint-stock partnership - contribution of general partners in a limited joint-stock partnership to the share capital


The share capital in a limited joint-stock partnership, covered by general partners, is not the share capital, but the share capital that exists next to it. Contribution to this capital is the responsibility of the general partner in a limited joint-stock partnership.

General partners' contributions may take the following forms:
- cash benefits,
- provide work or services,
- establishing the right of use for the benefit of the company,
- contributions in kind.

Attention!

The general partner makes a non-cash contribution, i.e. in-kind contribution, to the share capital in accordance with the provisions on general partnership.

The application of the provisions on general partnership to making an in-kind contribution to cover the share capital of a limited joint-stock partnership means that the valuation of the contribution is subject to free recognition of its value by the general partners.

It should be emphasized that since we are not dealing here with share capital, it does not have to be covered with contributions before the registration of the company. The time limit within which the general partner is obliged to make contributions may, however, be specified in the articles of association. If this deadline is not specified, the shareholder must submit it after being requested to do so by the management board.

Moreover, in practice, the general partner does not have to make real contributions, i.e. in the form of cash or in kind - his contributions may be of a guarantee nature. Nevertheless, it should be emphasized that although the regulations allow for contributions of a guarantee nature, the company using them is not reliable for contractors.

General partner's contribution to the share capital

Pursuant to Art. 132 of the Commercial Companies Code, the general partner may contribute to the share capital of a limited joint-stock partnership. Then it takes up shares in the share capital, which gives it the status of a general partner-shareholder.

Attention!
Contribution to the share capital by the general partner and obtaining the status of a shareholder does not exclude his liability for the company's obligations. The general partner acquires shares for the contributions made.

The general partner-shareholder may make contributions in cash and in kind to the share capital, while it is impossible to provide work or usufruct rights, which could be the subject of a contribution in the case of share capital. This prohibition results from the fact that the share capital of a limited joint-stock partnership is subject to the regulations relating to own contributions in a joint-stock company.

Important!

In-kind contributions made to the share capital of a limited joint-stock partnership are subject to audit by a certified auditor in accordance with the procedure for a joint-stock company.

Contribution by a shareholder to the share capital of a limited joint-stock partnership

Comprehensive regulations on joint-stock companies apply to contributions made by shareholders in a limited joint-stock partnership. It follows above all that:

  • in-kind contributions must be paid in full before the company is filed with the registry court, unless the articles of association allow the contributions to be made within one year from the date of registration of the company,

  • cash contributions should be made prior to the registration of the company, in at least one quarter of the value of the shares taken up for them.