An unlimited partnership is a company with at least two persons participating in its business activities or in the management of its assets and being jointly and severally liable for its debts.
The advantages of an unlimited partnership are the simple registration, no minimum capital requirement and simple structure of the company.
|The lowest number of partners||2 natural or legal persons|
|The highest number of partners||unlimited|
|Minimum registered capital||CZK 0|
|The lowest possible contribution||not set|
|The highest possible contribution||unlimited|
|Scope of contribution at the establishment||according to the memorandum of association|
|Deadline for paying off the contribution||according to the memorandum of association, or else without undue delay|
|Number of votes per share||each partner has one vote (different number of votes can be specified in the memorandum of association)|
|Liability of partners for the company’s obligations||unlimited|
|Scope of business||the business, managing its own assets|
|Internal structure system||supreme body – all partners, statutory body – all partners, unless the memorandum of association specifies that only some or only one of the partners are members of the statutory body|
|Founding document||memorandum of association in written form with certified signatures|
Memorandum of association
The memorandum of association must be concluded in written form with certified signatures and shall include at least:
- the company’s trade name,
- the objects of the company or indication that it was established for the purpose of managing its own assets, and
- the identification of the members, specifying their first name(s) and last name or, in case of legal entities, their name (the “name”) and their place of residence or registered office.
Where the member of public trading company is a legal entity, the member’s rights and duties shall be exercised by its agent, who may be only a natural person. A person may not be a member if bankruptcy was declared against his or her assets in the past three years or the bankruptcy proceedings were closed for absolute inadequacy of assets. Any person who has violated such prohibition shall not become a member even if the company is incorporated.
Payment of contribution
Generally, there is no obligation to contribution. However, the memorandum of association can provide otherwise. Where, pursuant to the memorandum of association, a member has a contribution obligation, he or she shall fulfil such obligation within the period of time, in the manner and in the scope determined in the memorandum of association, or otherwise in cash, without undue delay upon the commencement of his or her participation in the company.
If permitted by the memorandum of association, a member may, under the conditions stipulated in the memorandum of association and with the consent of all members, also fulfil his or her contribution obligation by carrying out work or by providing a service on a one-time or repeated basis (in-kind contribution). In such cases, the memorandum of association shall also include the value of the work to be carried out or the service to be provided or the valuation method.