Trwałość składu osobowego spółki cywilnej a wejście do spółki spadkobierców zmarłego wspólnika

Abstract

The paper covers the concept of the sustainability of the composition of partners in a civil law partnership and, in this context, the entering of the deceased partner’s heirs into the partnership in that partner’s place. The article aims at evaluating the composition of partners in a civil law partnership and the consequences relating to it. It is equally important to determine whether it is the membership, participation or share in a partnership that expires in the event of the partner’s death. The Author states that the understanding of “share” in a civil law partnership does not correspond to the definition of share in the Code of Commercial Companies. Since the membership relates to participating in a specific structure, unit or entity and the civil law partnership as a contractual obligation is not an existence separate from its partners, it is not possible to acquire membership in a civil law partnership. The rights and obligations of a partner relating to their membership in a partnership are strictly connected with a partner and are not included in the estate. The entering of a partner’s heirs into the civil law partnership in that partner’s place is an exception to the rule of the sustainability of the composition of partners in a civil law partnership not an inheritance. The Polish legislator does not provide for any other inheritance title than under a last will and testament and under the law. Neither a contract nor a resolution is listed among the grounds to be appointed to the entire estate or to a part of it.