The Polish commercial code allows for the establishment of branch offices in Poland of foreign companies. The branch office is registered in the Polish commercial register and is issued with a Polish KRS number.
The branch office can carry out all the activities that may be carried out by the parent company. The branch operates in Poland under the name of the parent company with the addition ‘Oddział w Polsce’.
The branch office operates in Poland through a representative. This is an individual who represents the branch office in dealing with third parties. The representative requires a residential address in Poland.
The individual is entered into the court register, similar to a board member in a Polish limited liability company.
Obligations of a Polish branch office
The branch office is required to:
- Maintain accounting records in the same manner as a limited company
- At the end of the financial year the financial statements of the branch office are approved by the management board of the parent company and filed with the Polish registration court and tax office
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.
The timescale to set up a Polish branch office is 6 – 8 weeks.
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:
- The parent company’s registration certificate
- The parent company’s articles of association
- The names of the parent company’s directors and shareholders
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
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