Partnership limited by shares

Partnership limited by sharesThe Articles from 253 to 260 in the Commercial Code regulates the Partnership limited by shares. Actually in this case apply the same regulations as the Joint stock company if there aren’t any concrete provisions.

Also we have to mention that the Partnership limited by shares is a hybrid capital company between the Joint stock one and the Limited partnership.

In the Partnership limited by shares there are two types of shareholders – general partners and limited ones whereby the last mentioned bear liabilities only for the obligations of the company.

In a Partnership limited by shares there can be minimum three limited partners – this is according to Article 253 (1) in the Commercial Code. Every limited partner is entitled to subscribe for some shares and take advantage of the rights that all shareholders has, but with one exception – they don’t have the right to vote in the company’s general meetings.

The general partners have responsibility for the company formation which can be done in two main stages:

  • Conclusion of written and notarial certified Article of agreement made between all of the general partners. This stage elaborates the articles of incorporation and there must be a general meeting.
  • The shareholders must be considered for the general partners at the second stage. This is when the limited partners are chosen by the general ones.

The organization of the Partnership limited by shares is like a Joint stock company with system of a single-stage management – main organs of the general meetings and board of directors. The only difference is the bodies filling. Regarding the Limited by shares partnership, the general meetings can be done with the general partners and the limited ones who have a subscribed share for defined responsibilities.

In any case, the board of the directors consist only from general partners. Their responsibility might not be limited be the general meetings. The board can bear the responsibility for the members that are representing the partnership jointly and for the management.

According to the Commercial Code, Article 259, the dissolution of the Partnership limited by shares can be done only with the consent of the partners that are personally liable. The partnership can’t be dissolved when one limited partner decide to open a procedure of insolvency.


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