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Case study

Navigating Business Evolution: Transitioning Limited Partnerships to Streamlined Limited Liability Companies Post-2021 Reforms

The shifting tides of legislation in 2021 prompted a shift in the business landscape, particularly for limited partnerships. Explore how savvy entrepreneurs navigated these changes, opting to transform their setups into streamlined limited liability companies. This transition preserved operational continuity, tax identification numbers, and the essence of their business, all while adapting to the evolving regulatory landscape.
Walczak & Ignaszak Law Company

Background

In the course of legislative changes in 2021, limited partnerships became liable for corporate income tax. The limited liability partnership structure of limited partnerships, which had been common until then, lost its economic sense. Some of our Clients, due to the desire to simplify the structure of their business, have indicated their wish to return to the classic arrangement with a single limited liability company.

The issue

It is in the Client’s interest to transfer all the rights and obligations previously enjoyed by the limited partnership to the limited liability company under which the business is to be conducted. In addition, the Client wanted its tax identification number (NIP) to be retained as far as possible, as the existing arrangement already includes a limited liability company, which was the general partner of the limited partnership.

What we did

In view of the Client’s desire to retain the NIP number, we rejected the possibility of merging the companies (the existing general partner and the limited partnership). We transformed the limited partnership into a limited liability company, which allowed the Client to maintain the continuity of the company’s rights and obligations, retain its NIP number and its business name. At the same time, the previous general partner, which was a limited liability company, was put into liquidation.

The result

The Client continues to operate, now as a limited liability company. The structure of the business has been simplified down to a single company, while maintaining continuity of existence and the same NIP number.

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