Differences between the Polish and Italian Partnerships (personal companies)
The Polsh commercial law divides the companies in Partnerships and Capital Companies. The first kind of partnership is regulated by the Civil Code (spółka cywilna). The other four partnerships are regulated by the Commercial Law: The general partnership (spółka jawna), the partnership between professionals (spółka partnerska), the limited partnership (spółka komandytowa) and the limited joint stock partnership (spółka komandytowo-akcyjna). The Italian legal system contains in the Civil Code 3 kind of Partnerships: societa’ semplice, societa in nome collettivo and the societa’ in accomandita.
The equivalent of the Polish civil partnership (spółka cywilna) is the ordinary partnership (societa semplice), which, however, has legal capacity. Written form is not required for its formation, and it can focus solely on non-commercial business activities.
While the general partnership (spółka jawna) and the societa’ in nome collettivo have much in common, Italian law allows for the management of the partnership’s affairs by a managing partner (with the exclusive right to manage the partnership’s affairs) without limiting their authority to ordinary management.
Limited partnerships (spółka komandytowa/societa’ in accomandita) in the two legal systems being compared differ primarily in the fact that the Italian regulations are more flexible due to the requirement of obtaining the consent of a qualified majority, while Polish law requires unanimity of the partners.
Unlike the Polish Commercial Companies Code, the Italian limited joint-stock partnership (spółka komandytowo-akcyjna/societa’ in accomandita per azioni) is included in the catalog of capital companies. Due to the adopted taxonomy, it is not discussed in this study.
A partnership between professionals (societa’ tra professionisti) has a special status. It is not classified as a partnership, but its operation is permitted under a separate act of 2011, provided that it operates within the legal framework of another company (partnership or corporation). A special type of such company is the law firm (Societa’ tra Avvocati). Management cannot be entrusted to anyone other than a partner, and liability rests with the partnership and all partners. In Poland the partnership between professionals (spółka partnerska) is a kind of personal companies.