Abstract

The heir of a partner is liable for the debts of a partnership on a dual legal basis: for debts under succession, i.e. the debts of the deceased partner as a member of a partnership (subject to liability for debts under succession), which concerns only the debts of the partnership before the inheritance opening), if upon death the partner remains member of the partnership, and for the debts of the partnership when the heir replaces the partner upon the latter’s death. At the same time, Art. 80 of the Polish Commercial Companies Code limits the latter liability if the heir joined the partnership only for the time until the end of the proceedings preparing its dissolution which were commenced in connection with the death of pending partner or before. In turn, Art. 583 of the Code should facilitate limitation of the latter liability where, pursuant to the partnership agreement or basing on subsequent consent of all partners, the partnership continues with the heir as a member, who, however, not accepting the status the deceased had in the partnership (i.e. the status of a general partner), within a certain period of time has the partnership transformed into a limited partnership or a partnership limited by shares with him/her as a limited partner, or leaves the partnership.