Unlimited Partnership

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 partners2 natural or legal persons
The highest number of partnersunlimited
Minimum registered capitalCZK 0
The lowest possible contributionnot set
The highest possible contributionunlimited
Scope of contribution at the establishmentaccording to the memorandum of association
Deadline for paying off the contributionaccording to the memorandum of association, or else without undue delay
Number of votes per shareeach partner has one vote (different number of votes can be specified in the memorandum of association)
Liability of partners for the company’s obligationsunlimited
Scope of businessthe business, managing its own assets
Internal structure systemsupreme 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 documentmemorandum 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:

  1. the company’s trade name,
  2. the objects of the company or indication that it was established for the purpose of managing its own assets, and
  3. 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.