Poland Branch Office

Foreign companies are allowed to establish a branch in Poland. Any companies wishing to do this must assign a person in poland who will be responsible for the branch office an have power to represent the parent company.

Branch offices in Poland need to be registered with the National Court Register. Other requirements include:

• National business registry number (REGON) and
• A tax identity number (NIP).

Obligations of a polish branch office

• A branch office needs to have separate accounting books from its parent company which need to be produced in Polish and according to polish accounting regulations
• A parent company has an obligation to notify the polish authorities if:
  • They are initiating liquidation procedures within the parent company
  • It no longer has a right to do business
  • The right to transfer assets is taken away
• A branch office must use the name of its foreign parent to trade with, in its native language. The company is also required to translate their trading name into the polish equivalent.

A branch is one way for a company to set up a business in Poland. Opening a branch has many drawbacks, mainly that the foreign parent carries full liability for the branches operations and that lengthy and complicated dealings with the tax authorities may be needed regarding the branches tax obligations.

Opening a Poland Branch of a Foreign Company

The disadvantages of a branch office are:

• The parent company is fully liable for the liabilities of the branch
• The branches representatives may be held jointly and severally liable for tax debts
• The financial statements of the parent must be lodged at the Companies Registry
• The branches obligations are the same as the parent, including filing VAT returns, employees returns and corporation tax returns, so there are few savings in administering a branch
• Banks and clients may prefer dealing with a Poland company rather than a foreign branch
• A branch is rarely ideal for substantial projects because the parent company runs the entire risk
• Upon registration of a branch, evidence has to be provided of the legal existence of the parent
• Any public act by the branch, is likely to need ratification by the board of the foreign parent. A company that signs contracts in front of a notary on a regular basis, should incorporate for administrative ease

The advantages are:

• Less obligations to present accounts than with corporations

Features of a branch office in Poland

A branch is usually an adequate vehicle for low cost projects. However, it is not the ideal choice for substantial projects because the parent company and branch offices activities are not differentiated, the parent company is fully liable for the branches liabilities.

From a tax point of view, branches are permanent establishments of non-resident companies and a Poland branch is not a separate legal company from its parent.

The branch must have the same name as the parent company.

A branch of a non-resident company must appoint a resident individual or a company to represent it in its dealings with the tax authorities. The representatives may be held jointly and severally liable for the tax debts of the permanent establishments of non-resident entities, which they represent.

To register a branch, evidence has to be provided of the existence of the parent, certified copies of the Articles or Statues, the names of the directors, the share capital, the registered office, and the names of the representatives who will act for you.

Various documents will need to be translated, the documents include:

• Your parent's registration certificate
• Your company's articles of association
• The names of the company's directors and secretary

After your branch is registered

All stationery, order forms and similar documents used by your branch are required to show: 

• The place of registration of the parent
• The number with which it is registered
• The legal classification of the company
• The address of its registered office
• The place of registration of the branch, and its registration number

Also the following particulars must be shown at the branch office:

• The company name
• The name of the country in which the company is incorporated
• The parent of the branch has limited liability

Representative Office

Foreign entrepreneurs may also set up representative offices with headquarters on Polish territory. The range of activities of the offices shall be confined solely to advertising and promotion of the foreign entrepreneur. The establishment of a representative office shall be entered into the Register of Foreign Representative Offices run by the Minister of Economy.

The application for entry into the register shall be submitted in Polish and include the following particulars:

• The name, headquarters and legal form of the foreign entrepreneur establishing the representative office
• The object of the said foreign entrepreneur's business operations
• The name and address in Poland of the person empowered in the office to represent the foreign entrepreneur
• The address of the representative office in Poland

The following documents shall be enclosed:

• The foreign entrepreneur's deed of association (articles of partnership, bylaws)
• Excerpt from the commercial register or a corresponding document
• The foreign entrepreneur's statement on establishing a representative office in Poland
• A statement by company on how much of the initial share capital has been paid-up

The representative office shall:

• Use the foreign entrepreneur's name in the language of the country of his seat along with the Polish translation of that name and with the addition of the words: Representative Office in Poland
• Run separate accounts in Polish in compliance with accountancy regulations