An increasingly popular form of business becomes a limited liability company limited partnership (sp. z o. o. sp. k.), where a General partner is a limited liability company, and limited individual entity is the representative of this company or other natural person. According to the code of representation of the limited liability limited partnership is only available to full companion. If the Charter does not contain any conclusions, the limited partner shall have no obligation to conduct the Affairs of the company LLC LP.
LLC LP is a combination of two types of companies, allowing to optimize the payment of taxes in a sufficient amount of momentum. The main role of limited liability company in this case is a management and administration of the LLC LP, not the "production" of profit – in order to avoid tax CIT tax from profit of legal persons). LLC LP has to generate a profit.
The advantages of a limited liability company as General partner.
The limited liability company, as General partner of a limited partnership, managing LP. and presenting it, becomes an accomplice LP that is responsible for its obligations without restrictions. In this model, LLC is not aimed at maximizing profit, which must remain in the LP, being exposed to less taxation. It from the provisions of the Treaty, LLC LP will depend on the extent to which profit will be divided between the physical entity and which part will have the complete companion (LLC). It should be noted that often a full partner becomes the representative of LLC in LLC LP, in which the General partner is LLC. The advantages of this solution are: lower taxes, and the risk of liability for obligations almost at the level of LLC (such investor shall become a General partner of a limited partnership in the event of failure may also lose the sum of a limited partnership capital).
The disadvantages of a LLC LP include the double costs (2×600 PLN), because you must first register a limited liability company and then a limited partnership with the participation of the LLC (of course there can be no question of double registration in the case of the conversion of already operating company with limited liability to the limited liability company limited partnership). Subsequent costs creates the necessity of conducting separate accounting for both companies separately. Also the notary fees and fees associated with changes in KRS is an additional cost. In addition, if a General partner of LLC LP is a natural person, it must pay taxes to social insurance and health insurance.
However, it should be emphasized that at a sufficiently high rpm of such a society, and also, very importantly, with the right distribution of profits (for example, 5% share of the LLC and 95% of the share LP) the additional costs generated by the organizational form of a limited liability limited partnership will be paid by the benefits of tax optimization.