A limited partnership (spółka komandytowa) is a partnership in which at least one partner (the general partner, komplementariusz) is liable for the debts with their whole property, and at least one (the limited partner, komandytariusz) only up to the agreed limited amount. It pays CIT like a sp. z o.o. (limited liability company), but keeps several distinctive features: an exemption for part of the limited partner's profit, a ZUS duty on partners and significant freedom in the agreement. The choice between it and a sp. z o.o. depends mainly on who is to run the company's affairs and how the partners want to pay out profit.
How a limited partnership is built
The partnership comes into being on entry in KRS (National Court Register), and its formation requires at least two partners in different roles:
- general partner — runs the partnership's affairs and represents it, but is liable for its obligations without limit;
- limited partner — is liable only up to the limited amount set in the agreement, and if they have contributed at least that amount, they are not personally liable at all. They may represent the partnership only as proxy or as commercial representative.
In practice the general partner is very often a sp. z o.o. Then unlimited liability falls on that company's property, not on the founders' private property. This structure is colloquially called a "limited partnership with a limited liability company as general partner".
Watch the firm name: it contains the general partner's surname (or the name of the company in that role) and the add-on "spółka komandytowa" or "sp. k.". Including the limited partner's name in it makes that partner liable without limit.
Formation: agreement, contributions, registration
- Agreement — in notarial form or using the template agreement in the S24 system.
- Agreement content — at least the firm and seat, the object of activity, duration (if specified), each partner's contributions with their value and the limited amount.
- Capital — no statutory minimum, unlike with the sp. z o.o., where the share capital is at least PLN 5,000.
- Registration — electronic only, through the Court Registers Portal or S24; after the entry, a NIP-8 notification to the tax office within 21 days.
- PCC — for a notarial agreement the tax is collected by the notary; for S24 the partners file the PCC-3 return themselves.
Taxes of a limited partnership in 2026
A limited partnership is a CIT payer at a rate of 19% and, as a small taxpayer with revenue up to EUR 2 million, 9%. A partnership whose partners are exclusively natural persons may choose the lump-sum tax on company income. It keeps full accounting books and prepares a financial statement.
Profit paid out is treated at partners' level as income from a share in the profits of legal persons, taxed at a flat 19%. Here two differences from a sp. z o.o. appear:
- The limited partner may use an exemption of 50% of the income from the profit share, but no more than PLN 60,000 per year. The exemption has carve-outs, including on links between the limited and the general partner, so the structure must be checked before setting up the partnership.
- The general partner reduces their tax on the paid-out profit by an amount matching their percentage share in profit multiplied by the CIT due on the partnership's income.
Comparative example
The company earns PLN 300,000 of income, pays 9% CIT and pays all profit to one natural person.
| Item | Sp. z o.o. — shareholder | Limited partnership — limited partner |
|---|---|---|
| CIT 9% | PLN 27,000 | PLN 27,000 |
| Profit payout | PLN 273,000 | PLN 273,000 |
| Exempt part | PLN 0 | PLN 60,000 |
| 19% tax on payout | PLN 51,870 | PLN 40,470 |
| Total burden | PLN 78,870 (26.29%) | PLN 67,470 (22.49%) |
The difference is PLN 11,400 per year, i.e. 19% on the exempt PLN 60,000. With lower profits the advantage shrinks, as the exemption is half of the payout — the full limit is only used from PLN 120,000 of profit paid to the limited partner.
ZUS: here the limited partnership comes off worse
In a limited partnership each partner is a remitter of contributions on their own insurance: they register with ZUS as a remitter (ZUS ZFA) and declare themselves for insurance (ZUS ZUA or ZUS ZZA). This means a fixed monthly cost of contributions for each partner who is a natural person; in 2026, on the minimum base, over PLN 1,900 of social contributions a month plus the health contribution.
In a sp. z o.o., shareholders are not subject to ZUS insurance simply by holding shares (except for a sole shareholder). With several partners this is a material cost difference — it may offset the benefit of the limited partner's exemption.
Limited partnership vs. sp. z o.o. in short
| Criterion | Limited partnership | Sp. z o.o. |
|---|---|---|
| Minimum capital | none | PLN 5,000 |
| Partners' liability | general partner unlimited, limited partner up to the limited amount | shareholders not liable for the company's debts |
| Who runs the affairs | general partners (the agreement may change this) | management board |
| CIT | 19% or 9% | 19% or 9% |
| Tax on profit payout | 19%, limited partner's exemption up to PLN 60,000 | 19% |
| Partners' ZUS | every partner | only the sole shareholder |
| Dissolution | among others, death of the general partner, partner's bankruptcy, termination of the agreement (the agreement may provide for continuation) | resolution, bankruptcy; death of a shareholder does not dissolve the company |
When to consider a limited partnership
- An investor wants to put in capital and share profit without running the firm's affairs — the limited partner's role fits this well.
- A family business where one person manages and the other family members are financial partners.
- Partners value a flexible profit split independent of contributions, which the agreement may set at will.
A sp. z o.o. is usually simpler when there are many partners, plans include bringing in investors or selling shares, or when the ZUS contributions of several partners would be too heavy. The rules of company taxation are described in the article CIT in Poland.
How Good Balance can help
We compare the variants for specific partners — with a calculation of CIT, tax on payouts and contributions — and then handle company registration in KRS. If you are not sure which form will be better, we invite you to a consultation.