By Dr Robert Lewandowski, attorney at law (radca prawny) at Derra, Meyer & Partners in Warsaw
If partners of a general partnership under Polish law pass a resolution on its termination, then after the adoption of such a resolution the winding - up proceedings of the partnership shall naturally follow. The question arises as to whether partners have the right to end business activities of their partnership in any other way. The answer to this query is yes as partners may agree within their partnership agreement additional reasons for closure of general partnership’ business affairs. However, if they agree upon termination of the partnership without the carrying out of a formal winding –up proceedings, then they are personally liable for the partnership’s debts. Therefore, any termination of a general partnership provided in a partnership agreement or partner’s resolutions should be accurate as possible in order to exclude any doubts as to the satisfying of debts and the division and sharing of the remaining assets. Any general and vague regulations in this matter within resolutions or the partnership agreement can lead to their invalidity. In the latter case statutory provisions shall apply according to which compulsory winding - up proceedings shall be conducted. The Polish Supreme Court has also stated its view in this matter in its judgment released on 3rd February 2016 (file N⁰ V CSK 336/2016) underlining that Polish statutory provisions allow the termination of a general partnership without the necessary conducting a winding – up proceedings, if such an option has been foreseen by partners within a partnership agreement. Pursuant to the Supreme Court, partners of their general partnership who pass a resolution on such termination are still personally liable for partnership’s debts as legal successors of the closed partnership and therefore the protection of creditors of a general partnership will still be ensured and continued after a partnership has been dissolved.
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