Transformation of a limited partnership into a registered partnership

In connection with the announcement of taxation of limited partnerships with CIT, many entrepreneurs are interested in the possibility of changing the legal form of their business. One of the forms that allows to keep the shareholders’ rights unchanged is a registered partnership. Below we present the procedure related to the transformation.


Procedure

The transformation of a commercial company shall require (Article 556 of the CCC - Polish Code of Commercial Companies):

1) drawing up the transformation plan, together with attachments thereto;

2) adopting a resolution on transformation of the commercial company; transformation of a limited partnership into registered partnership shall be supported by all partners (Article 581 of the CCC),

3) designating the partners or shareholders conducting the affairs of and representing such transformed commercial company;

4) entering the transformed commercial company into the register and removing the entry from the register regarding the commercial company under transformation.

 

Transformation plan

The transformation plan shall be prepared by all partners conducting the affairs of the partnership under transformation. The transformation plan shall be drawn up in writing under pain of nullity (Article 557 of the CCC). The transformation plan shall specify at least determination of the balance-sheet value of the assets of the commercial company under transformation, as at a specific date in the month preceding the submission of the transformation plan to the shareholders or partners (Article 558 of the CCC).

The following documents shall be attached to the transformation plan (Article 558 of the CCC).

1) a draft resolution on transformation of the company or partnership;

2) draft articles of association of the transformed commercial company;

3) the financial statements drawn up for the company in connection with the transformation as at the day of the month proceeding the submission of the transformation plan to the partners, with the use of the same methods and the same layout as the last annual financial statements

NOTE: examination of the transformation plan by a certified auditor is no longer required, nor is the conclusion of the articles of association of the transformed company (replaced by a resolution on transformation), nor a separate valuation of the elements of assets (assets and liabilities) of the transformed company and its examination by an auditor. 

 

Notifications

A company or a partnership shall notify the shareholders or partners of the intent to adopt a resolution on transforming the company or partnership twice, in the manner provided for notifying the shareholders or partners of the company or partnership to be transformed. The first notification should be made no later than one month before the planned date of adoption of this resolution and the second at an interval of no less than two weeks from the date of the first notification.

The notification should contain essential elements of the transformation plan as well as should specify the date and place in which the shareholders or partners of the commercial company under transformation may inspect the transformation plan and attachments thereto, whereas such date may not be shorter than two weeks prior to the planned date of adoption of the resolution on the transformation.

A draft resolution on transformation and draft articles of association or draft statutes of the transformed commercial company shall be attached to the notification (Article 560 of the CCC).

 

Resolution

Immediately prior to adopting the resolution on transformation of the company or partnership, the shareholders or partners shall be given an oral presentation of essential aspects of the transformation plan (Article 561 of the CCC).

The transformation of a company or partnership shall require a resolution of partners, all partners shall support the transformation. (Articles 562 and 581 of the CCC). The resolution should be included in the minutes drawn up by a notary public. 

The resolution on transformation of a company or partnership shall specify at least:

1) the type of company or partnership into which the company or partnership is to be transformed;

2) the scope of personal rights conferred upon the shareholders or partners participating in the transformed commercial company, if the conferring of such rights is contemplated;

3) the full names of the members of the management board of the transformed company,

4) consent to the wording of the articles of association or statutes of the transformed company or partnership.

Adoption of a transformation resolution shall replace execution of the articles of association of the transformed company or partnership (Article 563 of the CCC).

 

Registration in the National Court Register and announcement

The application for registration of transformation shall be filed by all members of the management board or all partners who have the right to represent the transformed commercial company. (Article 569 of the CCC).

The transformation of the company or partnership shall be announced separately at the request of the management board of the transformed commercial company or all partners or shareholders conducting the affairs of the transformed company or partnership (Article 570 of the CCC).

 

Consequences

A company or partnership under transformation becomes a transformed company once the transformed company is entered in the register (the day of transformation). At the same time, the registry court shall, ex officio, remove the commercial company under transformation from the register (Article 552 of the CCC).

NOTE: as a result of a change in the legal form, a new entity (the transformed company or partnership) is entered into register and is given a new KRS number (§13 of the Regulation dated 17.11.2014 regarding a detailed method of maintaining registers constituting a part of the National Court Register (KRS), issued by the Minister of Justice of the Republic of Poland). Tax identification number (NIP) and statistical number (REGON) shall not undergo any change.

The transformed company or partnership shall have all rights and obligations partnership under transformation. The shareholders or partners of a company or partnership under transformation shall become the shareholders or partners of the transformed company or partnership (Article 553 of the CCC).

Partners of a partnership under transformation shall bear liability for the obligations of the partnership which arose on the transformation date, according to the rules applied hitherto, for a period of three years counted from that date (Article 584 of the CCC).

Where the change in the business name, made in connection with the transformation, involves more than a change in the additional designation indicating the type of the company or partnership, the transformed commercial company shall be obliged to provide the previous business name in parentheses beside the new business name, together with the word “formerly” for a period of at least one year after the transformation date (Article 554 of the CCC).


Should you have any questions or doubts related to the transformation of the legal form of your business, please contact legal counsel Jakub Bogdański (jakub.bogdanski@bsjp.pl).