Branch and representative office in Poland
Foreign entrepreneurs may decide to establish branch or representative office in Poland as setting up a company by a foreign entrepreneur is not the only way to conduct business activity in Poland.
Opening a branch in Poland is available for the most foreign companies in the world. If your company is registered in the European Union, then the procedure is straightforward and every EU-based company can open a branch or representative office in Poland. If the company has its registered seat outside the European Union than, that foreign company may conduct activity in the abovementioned form, on the basis of reciprocity, unless ratified international agreements provide otherwise. That means that companies from most countries (within and outside the European Union) can open a branch or representative office in Poland.
As establishing branch and representative office in Poland in not very complicated procedure many foreign entrepreneurs decide to open one of them in Poland especially when in their opinion opening new company is not necessary. That might be the case when foreign entrepreneur wants only to promote its business abroad and (at least) at the beginning does not want to conduct business activity. Then representative office is the best solution. The aim of the representative office is to advertise the foreign entrepreneur.
If promotion is not enough, and foreign entrepreneur wants to run business activity in Poland but does not want to set up a new company, he may decide to open a branch in Poland. But it must be remembered that business activity of the branch must correspond with the activity of the foreign entrepreneur. If the foreign company is selling computers and is working in the IT industry than its branch in Poland will also have to conduct activity in the same field and not for example in the real estate field.
Before setting up a branch or representative office in Poland, you must decide what do you want to do in Poland and how your activity will look like. This will enable to decide if a branch or representative office is suitable for you. If you want to start completely new activity in Poland perhaps you will have to decide to set up a new company.
The first step on your way to open a branch or representative office should be a translation of the company’s articles of association and excerpt from the registrar of companies. Official documents (and such is excerpt from the registrar) must be legalized or apostilled in most cases before translation. Translation of these documents to Polish language must be sworn. Also a decision of authorized bodies of foreign entrepreneurs with regard to set up a branch or representative office will have to be translated to Polish language and sworn translation in this case is also required.
Both branch and representative office are registered but in the different registers. Branch is registered in the National Court Register (“Krajowy Rejestr Sądowy”) in which all companies that are operating in Poland are registered and representative office is registered in the register of representative offices of foreign entrepreneurs which was created only for them.
Branch and representative office in Poland – what you need to know
Representative offices and branches in Poland have different purposes and are registered in the different registrars but have few things in common. Branch and representative office do not have legal personality and they cannot act on their own behalf and they cannot be parties to the legal proceedings. Foreign company that has decided to open a branch or representative office is fully responsible for its obligations. For example branch creditor is in fact also the foreign company’s creditor and that creditor will be entitled to pursue its claims from the foreign company and its assets. That means also that in case of any dispute a foreign company will be a party of that dispute.
Branch and representative office do not have share capital. So foreign company does not have to make any additional payments to fulfill minimum share capital requirement.
In accordance with the Polish Accountancy Law, a representative office and a branch must keep separate accounting books. Those books have to be kept in Polish.
Both representative office and branch may start its activity as soon as it is registered in the proper register. The administration fee for registration of the representative office is PLN 1,000. The court fee for registration of a branch is PLN 600. Proof of payment must be submitted with the motion. Without payment of those fees neither branch nor representative office shall be registered. Also both branch and representative office are subject in Poland to income tax with respect to income earned in the territory of the country, unless something else results from the wording of an international agreement on the avoidance of double taxation.
Sales or supplies of services carried out through the branch/representative office are subject to value added tax in accordance with the rules provided for in the regulations based on the EU VAT Directive 2006/112.
A branch or representative office are quite easy way to start business activity in Poland. Establishing a branch or representative office is not very expensive and also the procedure does not last long. You will have to find an address but as there is a lot of virtual and real office space in Poland.
The main difference between branch and representative office is the scope of allowed activity.
A branch allows a foreign entrepreneur to run its business in Poland within the limits of the business activity conducted by the foreign company. A representative office in Poland may only be used for advertising and promoting purposes by the foreign entrepreneur. Before starting your activity in Poland you will have to decide whether or not this scope of allowed activity is sufficient for you. If not you can always set up a new company. But if a foreigner entrepreneur do not wish to create an entirely new entity then establishing representative office or a branch can be the best solution. It is easier to set up branch and representative office – there are less formalities. For example you don’t prepare separate articles of association and make any payments towards share capital. Also it is easier to liquidate representative office and branch that for example limited liability company.
Representative office – what is it?
A representative office is an entity which can only advertise and promote foreign entrepreneur. As the result of that representative office may only conduct activity in the field of advertising and promotion of the foreign entrepreneur. Representative office may commence activity after it has been entered in the register. To establish a representative office foreign entrepreneur must obtain an entry in the register of representative offices of foreign entrepreneurs. Registration last about 2-4 weeks and the procedure itself is not very complicated once you have all required documents.
Step to establish representative office that should be taken:
- obtain any legal title to real estate, which address will be indicated in the register, you don’t have to buy a real estate, you can sign a lease agreement,
- prepare an application to the register of representative offices of foreign entrepreneurs together with attachments such an excerpt from the register and foreign entrepreneur’s articles of association translated into Polish,
- prepare documents authorizing the appropriate persons to represent the representative office and a declaration of acceptance of the authorization,
- pay administrative fee for the application to the register in the amount of PLN 1,000;
- submit motion with attachments and proof of payment to the register of representative offices of foreign entrepreneurs.
Foreign entrepreneur appoints a person authorized to his representation. A person entitled to represent foreign entrepreneur in the representative office does not have to be Polish, and does not have to live permanently in Poland. This person should give its consent in the written form to be appointed as a person authorized to represent foreign entrepreneur in the representative office.
The minister will refuse to register representative office when: (a) that would jeopardize the security or defense of the state or the security of classified information that is classified as ‘confidential’ or of a higher or other overriding public interest; (b) an application for an entry concerns activities outside the scope of advertising and promotion.
Similarly, to the branch, a representative office is not an entity that is separate from foreign entrepreneur. Representative office also has no legal personality, legal capacity and judicial capacity. Foreign entrepreneur is fully responsible for the representative office obligations.
Is is very important that the representative office may be set up for two years only and may be renewed for a further two years. The motion to extend the entry must be filed within the last 90 days of the previous entry. So the foreign entrepreneur who has established representative office in Poland has to remember about extending the entry in the register of the representative offices in Poland. In case the foreign entrepreneur forgets to extend the entry the representative office will be removed from the register. There is no minimum capital requirement with regard to setting up the representative office.
Business name of the representative office consists of original name of foreign entrepreneur with the indication of entrepreneur’s legal form translated into Polish and added words “przedstawicielstwo w Polsce”.
If you want to promote your business in Poland than representative office might be the best form of activity in our country. Representative office might also be the first step to further business activity in Poland.
How to establish and run a branch in Poland?
A foreign entrepreneur can start business activity within the branch after the branch is registered in National Court Register. Branch can conduct economic activity only to the extent of the object of economic activity of the foreign entrepreneur.
Steps that have to be taken to register branch of foreign entrepreneur in the National Court Register:
- appoint a person entitled to represent a foreign entrepreneur in the branch,
- provide foreign entrepreneurs articles of association together with sworn translation, excerpt from the register together with sworn translation and a resolution of authorized bodies on the basis of which the branch in Poland is established,
- submit the motion to the court that consist of official forms and attachments, these attachments will be for example articles of association of foreign entrepreneur together with sworn translation,
- pay court fee for the registration in the National Court Register, without this payment branch will not be registered in National Court Register.
Online registration of the branch in Poland is not possible. The official forms are available only in Polish.
Foreign entrepreneur must remember that branch is not a legal person. Branch in Poland does not have its own bodies, articles of association or share capital. A foreign entrepreneur can establish one or more branches in Poland, there is no limit as to the amount of branches that foreign entrepreneur can open in Poland.
A foreign company should have a legal title to real estate as the branch must have its address that will be revealed in the National Court Register, a lease agreement is sufficient, and a purchase of real estate is not required.
The foreign company representatives do not have to come to Poland in order to fulfill all obligations with regard to the branch registration in the National Court Register. A foreign entrepreneur may appoint an attorney in Poland to whom all documents will be delivered and who will deal with branch registration.
After branch is registered in the National Court Register the branch may start conducting business activity in Poland and employ employees.
As registering the branch must be the easier way to start running business in Poland, also liquidation of the branch seems to be easier. Polish law provides the obligation to carry out liquidation proceedings for the branch only if the minister competent for the economy issues a decision on banning business activity by a foreign entrepreneur. In all other cases branch may be liquidated after the resolution of a foreign entrepreneurs authorized body is adopted. Such resolution should be submitted to the National Court Register together with relevant official forms. If the resolution about branch liquidation is in other language than Polish it will have to translated by the sworn translator.
The competent minister issues a decision prohibiting a foreign entrepreneur from conducting a business activity within a branch, if:
- the foreign entrepreneur grossly violates Polish law,
- the liquidation of a foreign entrepreneur who established a branch was opened, or the entrepreneur lost the right to conduct business activity,
- the activity of a foreign entrepreneur poses a threat to the security or defense of the state.
Branch of the foreign entrepreneur
Branch of the foreign company may conduct business activity only within the scope of the foreign entrepreneur’s activity. Branch should be registered in the National Court Register and only after that it can start running business activity in Poland. Foreign entrepreneur must appoint a person that will be entitled to represent the foreign entrepreneur in the branch.
It is important that branch is not an entity that is separate from foreign entrepreneur. That means that branch does not have: legal personality, legal capacity and judicial capacity (capacity to be a party in court proceedings and capacity to conduct court proceedings in defense of its interests). In case of any dispute the foreign entrepreneur will be sued and that also foreign entrepreneur is directly responsible for all the branch obligations.
There is no minimum capital requirement with regard to the setting up a branch and also it can be established for undefined period of time.
Setting up a branch in Poland is not complicated procedure. Foreign entrepreneur must submit application to National Court Register. The proceedings last about one month. Foreign company has to submit to the court such documents like articles of association, excerpt from the registrar of companies a decisions of company’s authorized bodies to open branch together with their sworn translation.
A representative appointed by the foreign entrepreneur in the branch should be natural person. That person may be a Polish citizen or a foreigner. The name and surname of this person will be revealed in the National Court Register.
Branch operating in Poland has to keep separate accounting records for the branch in Polish in accordance with the accounting regulations and report to the minister in charge of economy any changes in the factual and legal situation, for example: (a) when the branch grossly infringes Polish law, (b) the liquidation of the foreign entrepreneur has been opened or the entrepreneur has lost the right to conduct business activity, (c) when the activity of the foreign entrepreneur threatens the security and defense of the state, the protection of state secrets or any other important public interest.
Business name of the branch consists of original name of foreign entrepreneur with the indication of entrepreneur’s legal form translated into Polish and added words “oddział w Polsce”.
A branch of a foreign entrepreneur has obligation to prepare annual financial statements in accordance with Polish law. Such financial statements should be prepared not later than within three months from the balance sheet date, which is usually the end of each calendar year. Branch financial statement for every year should be submitted to the National Court Register.
Branch in Poland is subject to corporate income tax with regard to the profit made in the territory of Poland. The foreign company’s branch in Poland is subject to a Polish VAT registration.
Establishing a branch in Poland may be a good alternative to establishing a company in Poland. The procedure of establishing branch is not very expensive and is not time consuming. A lot of foreign entrepreneurs decide to open a branch in Poland and they treat it as the first step in making there presence own in the territory of Poland.
Opening a branch in Poland in 2021
Foreign entrepreneur may decide to open a branch in Poland. Before deciding to open a branch in Poland in 2021 foreign entrepreneur should know that the branch scope of activity must be the same as the scope of activity of foreign company. That means that branch cannot perform different activities than foreign company. As the result of that if foreign entrepreneur wants to involve in the territory of Poland in the completely different business activity then perhaps creating a new company would be more suitable for that entrepreneur.
Also the foreign entrepreneur should also remember that branch in Poland will not have legal personality. Foreign company that created branch will be fully responsible for the branch obligations.
To open a branch in Poland in 2021 you don’t need minimum share capital. The costs of creating the branch are the court fees (PLN 600). Also the branch will need its seat in Poland so the foreign entrepreneur will have to bear the cost of the office space (real or virtual) and probably the cost of accountancy. The branch in Poland must have its books kept and those books have to be kept in Polish language.
Also during the registration procedure it is very likely that some of the documents will require translation. Branches in Poland are registered in National Court Register. In order to have branch registered foreign entrepreneur must submit a motion to the court. The motion includes official form and additional documents such as foreign entrepreneur articles of association, excerpt from the register and decision of competent bodies to create branch in Poland. Those documents if are not in Polish language will have to translated, and such translation will have to made by the sworn translator. Some of the documents will require legalization or apostille to.
Also you will have to pay court fee – in Poland the court will not take any action with regard to the submitted documents unless the court fee is paid. The procedure of branch registration in Poland is not very long. If during the procedure, in courts opinion, the application to have the branch registered is not complete the court will summon the applicant to remedy the deficiency within a specified period of time (usually seven days).
After the registration is completed, the information about branch will be registered in the National Court Register. National Court Register is official and public register, which in Poland is available online. Downloading excerpts is free of charge.
Foreign entrepreneur also cannot forget to appoint an authorized person with the role of representing the foreign company. Name and surname of this person will have to be submitted to the National Court Register. Without appointing this person, branch creation in Poland will not be completed and branch will not be registered.
The branch in Poland carries out business activity under the same business name as the foreign company that established branch. To this business name will have to be added the form of business of the mother company translated into Polish and the term “oddział w Polsce” (in English: branch in Poland).
FAQ about branch registration in Poland
How to establish a branch of a foreign entrepreneur in Poland?
You have to prepare all necessary documents and submit motion to the court. Motion have to be prepared on the official forms that are available online on the official page of Ministry of Justice. You will have to attach to the motion necessary documents such as company’s resolution about establishing a branch.
How to liquidate a representative office in Poland?
To liquidate representative office in Poland firstly the company that opened a representative office in Poland will have to adopt a resolution in which the decision about liquidation will be made. After that information about liquidation will have to be submitted to the register of representative offices of foreign entrepreneurs.
Legal personality of the branch, or what is a branch formally?
Branch established in Poland does not have legal personality. Branch is a part of the foreign company, only with an office that operates in Poland on behalf of that company.
What do you need to establish a branch in Poland?
You need to prepare necessary documents, in particular resolution about establishing branch in Poland. Such resolution will have to be submitted with necessary forms to the National Court Register.