Updates · 15 September 2026
Ownership Succession in Commercial Companies
More entrepreneurs operate through companies and partnerships, recognising the advantages of these structures. Few, however, consider the consequences that a partner’s or shareholder’s death may have for the business. Such an event often causes substantial ownership changes, complicates decision-making and may disrupt day-to-day operations. In extreme cases, the lack of suitable legal and organisational arrangements may threaten the business’s continued existence.
01
Succession on the Death of a General Partner
In partnerships, a partner’s death generally constitutes grounds for dissolution. This requires liquidation, valuation of the partnership’s assets and settlement between the surviving partners and the deceased partner’s heirs. If at least two partners remain, they may decide to continue the partnership. The surviving partners then take over the rights and obligations associated with the deceased partner’s interest, while the heirs may demand payment of its value in the partnership’s assets.
These consequences arise primarily where the partnership agreement does not regulate the deceased partner’s rights and obligations. Partners can shape their agreement so that a death does not destabilise the business. Appropriate clauses can protect continuity and limit the risk of changes in membership associated with excluding the deceased partner’s heirs from participation.
Where the agreement provides that the deceased partner’s rights pass jointly to all heirs but contains no special rules on exercising them, the heirs must designate one person to represent them in dealings with the partnership.
An heir of a general partnership partner also has an additional right under the Commercial Companies Code: they may request conversion into a limited partnership. They then become a limited partner, with the associated rights and restrictions, while the remaining partners become general partners. The other partners have limited options: agree to the proposed conversion or convert the general partnership into a limited joint-stock partnership. Otherwise, dissolution remains the only solution.
02
Succession on the Death of a Partner in a Professional Partnership
Succession in a professional partnership generally follows similar principles to a general partnership, whose rules apply accordingly. A partner’s death is normally grounds for dissolution unless the agreement provides otherwise or the surviving partners decide to continue in the same form.
In a professional partnership, clauses providing for inheritance of an interest may not be sufficient. Because this structure is intended for regulated professionals, heirs must hold the qualifications required to practise the profession concerned. Without them, they cannot replace the deceased partner. This may lead to dissolution or continuation without the heirs. The heirs do not, however, lose all economic rights: they generally have a claim for payment of the value of the deceased partner’s interest.
03
Succession in Limited Partnerships and Limited Joint-Stock Partnerships
These partnerships have two categories of participant: general and limited partners in a limited partnership, and general partners and shareholders in a limited joint-stock partnership. Their different roles and
rights and obligations mean that the death of each type of participant may have different consequences for the business.
The death of a general partner has effects similar to those in a general or professional partnership. Because participation is personal, it generally constitutes grounds for dissolving a limited or limited joint-stock partnership unless the agreement provides otherwise. Liquidation and distribution of assets between partners and the deceased partner’s heirs may then be necessary under the applicable rules. Death does not invariably end the business, however. The surviving participants may resolve to continue provided that at least one general partner and one limited partner remain, or, for a limited joint-stock partnership, at least one general partner and one shareholder.
Where there are several heirs, they should again designate one person to exercise their rights in relation to the partnership. Until the estate is divided, the inherited rights and obligations belong jointly to all heirs and require unified representation.
The death of a limited partner is treated differently. It generally does not cause dissolution, even if that person was the sole limited partner. Their rights and obligations pass to the heirs, who join by operation of law. If several people inherit, they should appoint a common representative to exercise their rights.
The position is similar when a shareholder in a limited joint-stock partnership dies. Their shares form part of the estate and are inherited under general rules. Following inheritance proceedings, the heirs replace the deceased shareholder and acquire the rights attached to the shares. Importantly, the articles cannot exclude or restrict inheritance of those shares, so the shareholder’s death generally does not affect the partnership’s continued operation.
04
Succession in a Limited Liability Company
Shares in a limited liability company are inherited under the Civil Code’s general rules. On the shareholder’s death, they enter the estate and pass to the heirs. Where several people inherit, they should appoint a common representative to exercise their rights until the estate is divided.
This may create difficulties for the company. Heirs do not always understand the business or have the experience needed for ownership decisions, and their actions may not support its objectives.
To prevent heirs without the relevant knowledge and experience joining the company, the articles may exclude their admission entirely. This helps retain control of the company’s membership and reduces the risk of destabilisation. Such clauses must also set out settlement arrangements for the heirs: they cannot be excluded without receiving appropriate value for the inherited interest.
05
Succession in a Joint Stock Company
On a shareholder’s death, their shares form part of the estate. Until the estate is divided, the heirs hold the rights jointly and should exercise them through a common representative. This can cause significant difficulties, particularly if the heirs disagree. If they cannot appoint a representative, the exercise of share rights may temporarily be paralysed. The inherited shares may then be unrepresented at the general meeting, increasing minority shareholders’ influence over resolutions and the company’s direction.
The articles may contain clauses excluding or restricting inheritance to limit the admission of a deceased shareholder’s heirs. This is possible only for registered shares. In such
cases, the articles must also specify repayment terms for heirs prevented from acquiring the shares by inheritance.
A shareholder may also make a specific legacy in their will transferring a particular block of shares to a designated person, reducing the risk of inheritance disputes and decision-making deadlock.
Succession is a critical issue that few partners or shareholders consider when establishing a business. As these examples show, appropriate provisions in the agreement or articles can prevent damaging disputes between heirs, preserve business continuity and reduce the risk of failure of a business built over many years. Our firm can review your existing agreements and, where necessary, prepare and implement provisions protecting both the company and your heirs.
This information does not constitute a legal opinion. For further information or legal assistance, please contact our firm: 42 207 66 66, kancelaria@krs-adwokaci.pl.
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