Picture a group whose Polish business runs as a limited partnership: the parent is the limited partner, a small group company is the general partner. The structure made sense when a Polish limited partnership was taxed only at the level of its partners. Since 2021 it pays corporate income tax itself, and head office starts asking what the structure is still for. The tool for changing it is a conversion into a sp. z o.o.: the same entity in a different legal form, with no transfer of assets and no new contracts.

Why convert a limited partnership at all?

In my experience, groups convert a Polish limited partnership (spółka komandytowa, sp.k.) for one of two reasons. The first is housekeeping: the partnership is a leftover from an earlier structure, and the group wants its Polish entities to be companies only. The second is a next step that the partnership form blocks. A limited partnership can be absorbed by a company in a merger, but it cannot be the acquiring company (Art. 491 § 1 of the Commercial Companies Code, Kodeks spółek handlowych, ‘KSH’), and it cannot be demerged at all (Art. 528 § 2 KSH). If the plan is to merge other Polish entities into it, or to split a business line off it, it has to become a company first.

(If fewer entities is the only goal, you may not need a conversion at all. A limited partnership can be merged into a company, so a merger into the sp. z o.o. already in the structure - most likely its own general partner - leaves one company in a single step. The decision map compares the routes.)

What a conversion removes are the mechanics of a partnership. A limited partnership needs at least one general partner (komplementariusz) liable for its debts without limit - in the example above, the group company. Its limited partners (komandytariusze) are liable only up to a fixed amount in the partnership agreement, the liability sum (suma komandytowa), less what they have paid in (Art. 111-112 KSH). A sp. z o.o. replaces that with share capital and a management board (zarząd).

Which partnerships can convert?

Every Polish partnership form can convert into a sp. z o.o.: the registered partnership (spółka jawna, sp.j.), the professional partnership (spółka partnerska, sp.p.), the limited partnership and the limited joint-stock partnership (spółka komandytowo-akcyjna, S.K.A.) (Art. 551 § 1 KSH). The exceptions are a partnership in bankruptcy and one in liquidation that has started distributing its assets (Art. 551 § 4 KSH).

A civil-law partnership (spółka cywilna, s.c.) - a contract between partners rather than a registered entity - can convert too, under the rules for a registered partnership (Art. 551 § 2-3 KSH). The rest of the article follows a limited partnership and says where the others differ; the S.K.A. is not covered.

Who has to vote for it?

The thresholds are in Art. 571 KSH. The partnership agreement can make them stricter, never looser.

  • Limited partnership: every general partner, plus limited partners holding at least two-thirds of the total of all liability sums. The test is money, not headcount, and a limited partner who stays silent does not count towards the two-thirds.
  • Registered or professional partnership: every partner. One “no” stops the conversion.

In plain terms: in a group-owned limited partnership, the parent and the general partner company decide alone. An outside limited partner with less than a third of the liability sums can be taken into the sp. z o.o. against its will. It can sue to set the resolution aside, within one month of learning of it and no later than three months after it was passed (Art. 567 § 3 KSH). It cannot demand to be bought out: the buy-out right in Art. 576¹ KSH works only when a company converts into a partnership, not the other way round.

What does the standard route involve?

It applies to every limited partnership, and to a registered partnership that does not qualify for the short route below.

  1. Conversion plan. Prepared in writing by the partners who manage the partnership’s affairs - in a limited partnership, the general partners. Its core is the book value of the partnership’s assets on a date in the month before the plan goes to the partners. Attached: the draft conversion resolution, the draft articles of association (umowa spółki) of the sp. z o.o., and financial statements drawn up for the conversion on that date.
  2. Two notices to the partners. The first at least one month before the planned vote, the second at least two weeks after the first; the partners must be able to read the full documents for at least two weeks before the vote (Art. 560 KSH).
  3. Conversion resolution. Recorded in minutes drawn up by a notary (notariusz). It states the share capital, names the first management board and approves the plan and the articles. Passing it replaces signing the articles and appointing the board (Art. 563 § 2 KSH) - there is no separate formation step.
  4. Registration. All members of the new management board file with the National Court Register (Krajowy Rejestr Sądowy, KRS). The partnership becomes a sp. z o.o. on the day of the entry, and the court strikes the partnership off at the same time (Art. 552 KSH).

For precision: no statutory auditor (biegły rewident) examines the plan. The auditor’s review, and the separate valuation of assets and liabilities that feeds it, apply only when the target is an S.A. (Art. 556 item 1 and Art. 559 § 1 KSH). That is one reason this conversion is lighter than the one in Converting a Polish sp. z o.o. into a joint-stock company (and back). The share capital you set in the resolution still has to be covered by what the partnership actually owns; in my experience its book net assets are enough to show that, with no outside valuation.

The one fixed part of the calendar is the notice period: the first notice goes out at least one month before the vote. When all the partners are group companies, that month can in my practice be saved - the partners waive the notices in writing. After the vote, I file at the start of a month and plan for the entry on the first day of the next.

When can you skip the plan and the notices?

A registered partnership in which every partner managed its affairs - the default unless the partnership agreement says otherwise (Art. 39 § 1 KSH) - is spared Art. 557-561 KSH (Art. 572 KSH). In practice that means no conversion plan, no notices and so no one-month wait before the vote, and no formal document review for the partners.

It still needs the draft resolution, the draft articles and the conversion financial statements. The unanimous vote, the notarial minutes and the registration stay as they are. The short route is not open to a professional partnership, nor to a limited partnership, however tightly the group controls it.

For precision: the second sentence of Art. 572 KSH still mentions an auditor’s review of the valuation of assets and liabilities. That valuation is required only when the target is an S.A. (Art. 558 § 2 item 3 KSH), and the current commentary reads the auditor reference the same way: for a sp. z o.o. target there is nothing for an auditor to review. In my practice registry courts have not asked for one.

Does conversion end the partners’ liability?

No. For three years from the day of registration, former partners remain liable for the partnership’s debts that arose before that day, jointly and severally with the sp. z o.o. and on the same terms as before (Art. 574 KSH).

  • Each keeps the liability it had: a former general partner without limit, a former limited partner up to the unpaid part of its liability sum.
  • The three years are a cut-off, not a limitation period: once they pass, the liability ends. A creditor who sues within the three years keeps the claim even if judgment comes later (Supreme Court resolution of 9 February 2017, III CZP 98/16).
  • Selling the shares in the sp. z o.o. does not end the liability. If the conversion is a step towards selling the business, the tail stays with the sellers.

In plain terms: in a group, the general partner company carries the tail in full, and the parent only up to any unpaid part of its liability sum.

What does it cost in tax?

I am an advocate, not a tax adviser. Treat the points below as a checklist to confirm with your Polish tax adviser before the vote, not as advice.

  • PCC. The conversion bears tax on civil-law transactions (podatek od czynności cywilnoprawnych, PCC) at 0.5% of the new share capital, broadly on the part not already taxed as contributions to the partnership. A judgment of the Court of Justice of the EU of 17 September 2026 (C-197/25) ruled out PCC on a conversion of one partnership into another; it did not concern a conversion into a company.
  • Tax losses. For corporate income tax a limited partnership counts as a company, so its tax losses should carry over to the sp. z o.o.
  • Closing the books. The partnership closes its books on the day before the conversion (Art. 12 of the Accounting Act). For a partnership paying CIT that also closes its tax year: one more set of accounts and one more return.

What this means for you

In my experience, the conversion itself holds few surprises; the surprise comes afterwards, for anyone who has only run the business as a partnership. In a registered or limited partnership, partners were used to taking profit out as it was earned. In a sp. z o.o. that stops: cash reaches the shareholders as a dividend, after the financial statements are approved and the shareholders pass a resolution, or through a redemption of shares (umorzenie udziałów). The business is the same; the formality around every payment out is new - in what is, after all, the most common company form in Poland.

One more thing to plan: the general partner company does not disappear with the partnership. After the conversion it is a shareholder of the sp. z o.o. (Art. 553 § 3 KSH). If removing it was the point, the merger route mentioned above does that in one step.

Watch out

  • Permits with their own rules. Permits, licences and tax reliefs stay with the sp. z o.o. unless a statute or the decision granting them says otherwise (Art. 553 § 2 KSH). Check the sector-specific ones before the vote.
  • The business name. If the name changes by more than the legal-form suffix, the sp. z o.o. must show its former name in brackets with “formerly” (dawniej) for at least a year (Art. 554 KSH).

Next steps

  1. Read the partnership agreement: voting thresholds, who manages the partnership’s affairs.
  2. Pick the route: standard (limited partnership) or short (registered partnership whose partners all managed it).
  3. Prepare the conversion financial statements and, on the standard route, the plan.
  4. Set the share capital, the articles and the first management board; confirm the tax points with your tax adviser.
  5. Send the notices (standard route), pass the resolution before a notary, file with the KRS.