Liability of partners of a general partnership for the obligations of the partnership

Partners of a general partnership – the principle of liability

Each partner is liable for the obligations of the partnership without limitation with all his assets jointly and severally with other partners and with the partnership.

When can the creditor carry out enforcement against the assets of a partner in a general partnership registered in Poland?

The creditor of the partnership may carry out enforcement against the partner’s assets in the event that the execution against the partnership’s assets proves ineffective (subsidiary liability of the partner). It is possible to bring an action against the general partner before the execution against the partnership’s assets proves ineffective. The subsidiary liability of a partner does not apply to obligations arising before the entry in the register.

Liability of a partner joining a Polish general partnership

A person joining the partnership is responsible for the partnership’s obligations arising before the date of its accession.

Subsidiary liability of a partner in a Polish general partnership

Each partner of a general partnership is responsible for its obligations with all his assets, jointly and severally with it and with other partners, with the only provison that enforcement against his assets may be carried out only when the execution against the assets of the partnership itself proves ineffective. This warranty (and subsidiary) liability of a partner is absolute and does not depend in any way on whether the general partnership’s debt arose as a result of circumstances for which it is responsible or irrespective of its culpability; it depends solely on whether the general partnership is responsible for any debt (including damages).

When can a lawsuit be brought against the partners of a Polish general partnership?

The principle of subsidiary liability of partners of a registered partnership does not limit the creditor from being able to bring an action against the partners only. In the case of partnerships, the creditor of the partnership may carry out enforcement against the assets of the partner in the event that the execution against the assets of the partnership proves ineffective (subsidiary liability of the partner), but this does not prevent bringing an action against the partner before the execution against the assets of the partnership proves ineffective.

Responsibility of individual partners of a Polish general partnership for the partnership’s debt

The liability of the partners of a general partnership for the debt of the partnership arises ex lege in relation to each of the partners separately. Each partner is liable for the obligations of the partnership without limitation with all his property, jointly and severally with other partners and with the partnership.

Liability of partners of a Polish general partnership for tax liabilities

The Polish Tax Ordinance provides for the tax liability of partners in partnerships. A partner in a civil law partnership, general partnership, partnership and general partner of a limited partnership or limited joint-stock partnership is jointly and severally liable with the partnership and other partners with all his assets for the partnership’s tax arrears. This rule also applies to the liability of a former partner for tax arrears in respect of liabilities that expired when he was a partner.

In the case of liability as the so-called a declaratory decision on the liability of a partner in a partnership for the obligations of a partnership may be issued to a third party for the public-law obligations of a partner in a partnership.

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