Partner on the Management Board indispensable
The Ministry of Entrepreneurship and Technology maintains that it is only clarifying doubts. Leading Polish lawyers, meanwhile, argue that the legislative amendments are killing the partnership as we know it.
“At least one partner shall be a member of the Management Board. A third party may also be a member of the Management Board." As of March 2019, this will be the binding text of art. 97.3 of the Commercial Companies and Partnerships Code. This change is slated to come into effect as part of the so-called SME package (2018 Dz.U. item 2244). According to experts, it is unnecessary at best, and quite likely harmful (...)
Liability of the partner
“This is a bad change. It would be better if the Ministry of Entrepreneurship let doubts be dispelled by jurisprudence rather endeavouring to do so on its own (...)”, argues Prof. Andrzej Kidyba of the business and commercial law department at Maria Curie Skłodowska University in Lublin. In his opinion, the imminent change brings no benefits for anybody and, at the same time, generates problems in operation of partnerships.
Reservations are also voiced by Magdalena Szeplik, managing associate at GESSEL, who argues that, from the perspective of the partner tapped to sit on the Management Board, the new legislative solutions are somewhat unfortunate – especially seeing as, Szeplik emphasises, Management Board members of a partnership are liable vis a vis he partnership and its creditors subject to the same terms as apply to a limited liability company.