Partnership Company Contract - Lawyer in Poland

Concept; form.

By a deed of partnership, the partners commit to strive to achieve a common economic purpose by acting in a specified way, especially by making contributions.The deed of partnership should be stated in writing.

Contribution.

A partner's contribution may consist in contributing to the partnership ownership or other rights or in providing services.It is presumed that the partners' contributions are of equal value.

Contribution of things.

If a partner commits to contribute the ownership of things to a partnership, the provisions on sale apply accordingly to the performance of this obligation and to liability under implied warranty for defects and to risk of loss of or damage to the thing. If the things are to be contributed only for use, the provisions on tenancy apply accordingly in the above respect.

Joint co-ownership.

A partner cannot dispose of a share in the joint property of partners or a share in particular elements of the property.During the lifetime of a partnership, a partner cannot demand that the partners' joint property be divided. During the lifetime of a partnership, a partner's creditor cannot demand satisfaction from the partner's share in the partners' joint property or from a share in particular elements of the property.

Joint and several liability.

The partners bear joint and several liability for the partnership's liabilities.

Managing the partnership's affairs.

Each partner is entitled and obliged to manage the partnership's affairs.Each partner may, without a prior partners' resolution, manage affairs which do not exceed the partnership's ordinary operations. If, however, before such an affair is completed, even one of the other partners objects to the management thereof, a partners' resolution is required.Each partner may, without a prior partners' resolution, perform an urgent act which, if not taken, could expose the partnership to irreparable loss.

Representing the partnership.

In the absence of a contract or a partners' resolution to the contrary, each partner is authorized to represent the partnership within the limits covered by his authorization to manage its affairs.

Share in profits and losses.

Each partner is entitled to an equal share in profits and in the same proportion participates in losses, regardless of the type and value of the contribution. The deed of partnership may set forth the proportion of the partners' share in profits and losses differently. It may even release some of the partners from participating in losses. A partner cannot, however, be excluded from participating in profits.The proportion of a partner's share in profits set forth in the deed of partnership also refers, in case of doubt, to a share in losses.

Profit allocation and payment.

A partner may demand that profit be allocated and paid only after the partnership is dissolved.However, if a partnership is established for a longer period, the partners may demand that profit be allocated and paid at the end of each financial year.

Termination of a share.

If the lifetime of a partnership is unspecified, each partner may leave the partnership by terminating his share with three months' notice at the end of the financial year.For good cause, a partner may terminate his share without notice even though the lifetime of the partnership is specified. Any stipulation to the contrary is invalid.

Termination by personal creditor.

If, within the last six months, an execution on a partner's movables was ineffective, the partner's personal creditor who has obtained an attachment of the rights that the partner would have if he left the partnership or if the partnership were dissolved, may terminate the partner's share in the partnership with three months' notice even though the partnership was established for a fixed term. If the deed of partnership provides for a shorter notice period, the creditor may take advantage thereof.

Settlements with a leaving partner.

Upon leaving the partnership, a partner receives back in kind the things which he brought into the partnership for use, and the value of his contribution specified in the deed of partnership is paid out to him in money, and in the absence of such a specification, the value of the contribution at the time it was made. The value of any contribution consisting in the provision of services or the partnership using things belonging to the partner is not returned.Furthermore, a leaving partner is paid money for the part of the joint property left after the value of all the partners' contributions has been deducted corresponding to the proportion in which the leaving partner participated in the partnership's profits.

Partner's death.

It may be stipulated that the heirs of a partner will join the partnership in his place. In this case they should indicate to the partnership one person who will exercise their rights. Until this is done, the other partners may themselves take all actions to manage the partnership's affairs.

Extension of deed.

If, despite there being reasons to dissolve the partnership as provided for in the deed, the partnership continues to exist with the consent of all the partners, it is deemed extended for a non-fixed term.

Dissolution of partnership by court.

For good cause, each partner may demand that the partnership be dissolved by a court. A partnership is dissolved on the date a partner is declared bankrupt.

Effects of dissolution.

From the moment a partnership is dissolved, the provisions on co-ownership in fractional parts apply accordingly to the joint property of the partners, subject to the following provisions.Partners' contributions are returned to the partners from the property remaining after the partnership's debts have been paid off and the provisions on the return of contributions upon a partner leaving the partnership apply accordingly.The remaining surplus of the joint property is divided among the partners in the same proportion in which they share in the partnership's profits.