A limited partnership is a company where at least one member has limited liability (the “special/limited partner”) and at least one member has unlimited liability (the “general/unlimited partner“) for the company’s debts.
|The lowest number of members||2|
|The highest number of members||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 member has one vote (different number of votes can be specified in the memorandum of association)|
|Liability of partners for the company’s obligations||general partner’s liability is unlimited, limited partner is liable up to the amount of his or her unpaid contribution, pursuant to the record in the Commercial Register, or up to the limited-liability amount if specified in the memorandum of association (both types of members are liable jointly and severally)|
|Scope of business||the business, managing its own assets|
|Internal structure system||supreme body – all partners, statutory body – all general partners, unless the memorandum of association specifies that only some or only one of the general 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 also 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,
- the specification as to which of the members is a general partner and which is a limited partner,
- the amount of contribution of each of the limited partners.
Members of the company
Limited partnership is established by a memorandum of association concluded between at least 2 persons, at least one being a general partner (komplementář), whose liability is unlimited, and at least one being a special partner (komanditista), whose liability is limited.
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 a petition for the initiation of insolvency proceedings was rejected for reason of the insufficiency of assets, 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.
Only special partners are obliged to contribution. General partners can contribute as well, but such an obligation must be specified in the memorandum of association. The contribution must be paid up within the period of time, in the manner and in the scope determined specified in the memorandum of association. If the period of time and the manner is not specified, the investment shall be paid up without undue delay and it shall be a cash contribution. If permitted by the memorandum of association, a member can pay up his or her contribution by carrying out work or by providing a service on a one-time or repeated basis (in-kind contribution).
There is a possibility to modify the statutory default of the liability of special partners for the company’s obligations by specifying a limited-liability amount (in Czech komanditní suma) in the memorandum of association. If so, a limited partner is liable up to the limited-liability amount, which cannot be lower than his or her contribution.