Company Partnership Agreement: Types, Key Elements and When to Translate

A company partnership agreement is a fundamental document that defines the operating principles of a business conducted by at least two partners. It's a founding document that regulates mutual rights and obligations, profit and loss distribution methods, and company representation. In the context of international business or cooperation with foreign partners, the need for certified translation of partnership agreements often arises. When is such translation essential and what should you pay attention to?

What is a company and how is a partnership agreement created?

A company is a legal form of organization in which at least two natural or legal persons (partners) commit to pursuing a common business goal through contributing assets and cooperating in a specified manner. The creation and operation of companies are regulated by the Civil Code (for civil partnerships) and the Commercial Companies Code (for commercial companies).

A partnership agreement (or articles of association in the case of some capital companies) is the document that forms the basis of its operation. It belongs to the category of civil law contracts, similar to sales agreements or loan agreements. The partnership agreement must be prepared in written form, and for some types of companies (e.g., limited liability company, joint-stock company), a notarial deed is required. Changes to agreement provisions usually require consent from all partners, unless the agreement states otherwise.

What are the types of companies in Polish law?

Polish law distinguishes the following main types of companies:

• Civil partnership: The simplest form of cooperation, without legal personality. Partners are liable for partnership obligations with their entire assets.
• Personal companies under commercial law:
  • General partnership: Has legal capacity but not legal personality. Partners are subsidiarily liable (i.e., when enforcement from company assets proves unsuccessful).
  • Professional partnership: Intended for persons practicing liberal professions (e.g., doctors, lawyers). A partner is not liable for partnership obligations arising from professional practice by other partners.
  • Limited partnership: Has at least one general partner (unlimited liability) and at least one limited partner (liable up to the amount of limited contribution).
  • Joint-stock limited partnership: Combines features of limited and joint-stock partnerships. Requires minimum share capital of 50,000 PLN.
• Capital companies under commercial law:
  • Limited liability company (LLC): Most popular capital company, has legal personality. Partners are not liable for company obligations. Required share capital is minimum 5,000 PLN.
  • Joint-stock company (JSC): Intended for larger enterprises, enables capital raising through share issuance. Has legal personality. Required share capital is minimum 100,000 PLN.

Key elements of partnership agreement – what must it contain?

The content of a partnership agreement depends on its type, but certain elements are common or mandatory for most forms. Key provisions include:

• Company name and registered office.
• Identification of partners (personal or company data).
• Company's business object (according to Polish Classification of Activities - PKD).
• Company duration (if specified).
• Specification of contributions made by partners and their value.

Additionally, depending on company type, the agreement must contain specific provisions, e.g.:

• In professional partnership: specification of liberal profession practiced by partners.
• In limited partnership: scope of limited partners' liability (limited contribution amount).
• In LLC: amount of share capital, number and nominal value of shares held by individual partners.
• In joint-stock and joint-stock limited partnerships: amount of share capital, nominal value of shares, their number and indication whether shares are registered or bearer shares, principles of company bodies operation (management board, supervisory board, general meeting).

When is certified translation of partnership agreement necessary?

Certified translation of partnership agreement (or its articles of association) is essential in many situations related to international business or when foreign entities participate in the company:

• Registering a branch or representative office of Polish company abroad: Foreign registration offices will require translated partnership agreement.
• Establishing a company in Poland by foreign investors: If partners are foreigners or foreign companies, and founding documentation is in foreign language, Polish court registry (KRS) will require translation into Polish.
• Acquiring foreign business partners or investors: Translated partnership agreement increases credibility and facilitates negotiations.
• Opening bank accounts for company abroad.
• Participation in international tenders.
• Court and administrative proceedings conducted in another country or with foreign parties' participation.
• When one of the partners is a foreigner not knowing Polish, to fully understand the content of the document they're signing (even if the official version is in Polish).

Translation must be performed by a sworn translator of the appropriate language, e.g., English, German, to have legal force.

How to professionally translate partnership agreement online?

A partnership agreement is a document of crucial legal importance. Its translation requires not only linguistic proficiency but also knowledge of legal and commercial terminology. Therefore, it's worth entrusting this task to specialists.

The Sworny.com platform offers a convenient and secure way to order certified translation of partnership agreement online:

1. Prepare a clear scan or PDF file of the partnership agreement.
2. Submit the document through our form at Sworny.com, specifying the target language.
3. You'll quickly receive offers from experienced sworn translators specializing in legal translations.
4. Choose the most favorable offer, make payment, and the translator will begin work.
5. You'll receive the finished, authenticated translation electronically, and the original will be sent to your specified address.

Besides partnership agreements, at Sworny.com you can order translation of other corporate documents, such as financial statements or VAT invoices.