Branch Registration in Poland

Updated: 8.03.2024

Branch Registration in Poland – Key Facts

Time required to register	2 weeks – 2 months
Where the branches are registered	In the corporate register – KRS
Does branch have legal personality	No – branch has no legal personality
Minimum share capital	No minimum capital requirement
Who can open a branch in Poland	Entrepreneurs from EU; and other countries (on additional conditions)
Accounting	Yes – branch has to run accounting books as per Polish regulations
Reporting	Yes – branch has to perform annual reporting as per Polish regulations
Taxes	Yes – branch is subject to taxation in Poland
Bank Account	Branch is not obliged to have a bank account in Poland but it is recommended
Registration numbers	Each branch has: KRS number REGON number NIP number If required the branch may also apply for VAT number.

Branch in Poland

When our customers are approaching us while considering launch of business in Poland, they always ask – which legal form (legal structure) shall I choose for my Polish business?

Our experts would answer the following:

• If you want to use your existing foreign entity, i.e. operate in Poland via your foreign company, you have two alternative options:
  • branch – that would allow you to run the same type of business in Poland just as you run domestically, or
  • representative office – that will allow you only to run advertising activities in Poland;
• If you want to start independent business in Poland you shall incorporate separate company in Poland.

A branch of a foreign company in Poland constitutes organizationally and financially, an independent part of the economic activity conducted by a foreign entity on the territory of Poland. A branch must be registered into a Polish Court Register – KRS.

Procedure to register branch in Poland

Corporate resolution

If your company intends to open a branch in Poland, it shall complete corporate compliance in the jurisdiction where it is registered. Most usually the companies need to undertake a shareholder or directors resolution deciding to open foreign office and authorizing local attorney to take care of the process. In some jurisdiction, additional local registration is required prior or after completion of branch registration in Poland (e.g. in UK – Company House post registration filling in UK is required).

Constitutional documents and translations

Constitutional documents of your company will need to be translated by Polish sworn translator. In most of the cases those are: articles of associations, statutes, partnership agreements or any similar, along with any modifications and amendments. Such documents will need to be provided with Apostille clause or legalization.

Registration in KRS

Filling to KRS (Polish company register) for branch registration is submitted electronically and usually processed within 2 weeks to 2 months. Once the entry is completed, it will be listed in publicly available entrepreneur register.

Launch of operations

Once the branch is registered, the first steps prior to launch of operations involve:

• appointing local accountant
• appointing payroll provider
• registering as employer in social security agency ZUS
• bank account opening
• reporting branch registration to Tax Office
• registering for VAT

Key aspects of opening branch in Poland

Scope of business in Poland

Branch registration procedure in Poland involves verification of the foreign company business scope. This is due to the rule that your Polish branch will not be allowed to run business of other type than this which is performed by your company domestically. As an example IT company, will not be allowed to run completely different business in Poland, e.g. trade with food products.In consequence, it is important to gather materials and constitutional documents that prove business scope of the your foreign company. In Poland business scope is defined by special PKD codes.

Branch representative

Each branch needs to have its Polish local representative. There are no restriction as to nationality or residence of the branch’s representative. Foreign director of the company may also act as the branch’s representative. However, it shall be underlines that the representative of the branch is not only authorized for representation but is also burdened with certain bureaucratic obligations, e.g. reporting obligations, tax obligations etc.

Name of your branch in Poland

A branch of a foreign company in Poland shall use the original name with the translation into Polish of its legal form (e.g. MY BUSINESS LLC, Branch in Poland) in the articles of association and other documents.

Legal personality of the branch

It is worth knowing that a branch of a foreign company in Poland has no legal personality under Polish Commercial Law. The branch is only a separate organizational and financial unit of a foreign undertaking conducting business activity outside of usual location.

Because the branch of a foreign company in Poland has no legal personality, it may not act independently in economic relationships. Agreements between contractors shall be undersigned exclusively in the name and on behalf of the foreign company.

Branch and taxes in Poland

Under Polish Tax Laws, foreign company’s branch in Poland is subject to limited tax obligation under corporate income tax. It means that the branch is subject to corporate income tax only on revenues generated at the territory of the Republic of Poland. The foreign company’s branch in Poland is subject to a Polish VAT registration.

Corporate Income Tax

From CIT tax point of view – branch is considered as PE – Permanent Establishment – and shall be taxed in Poland for the revenues generated locally. As a result Polish branch shall keep in mind two basic CIT tax rates:

• 9% for small taxpayers (turnover not exceeding 2 mln EUR)
• 19%  for other taxpayers.

VAT

Branch will also become a Polish VAT taxpayer if it is selling goods or providing services (locally or internationally). Upon start of such operations such branch shall register for VAT in Poland.

Basic VAT rates for 2024 are:

• 23% – as a default and most common rate
• 0%, 5% and 8% for selected products and services.

Which is better – branch or representative office?

We cannot say that branch or representative office is better. They are simply different and the distinctions may be examined in the below table:

	Branch	Representative Office
Place of registration	In the company register – KRS	In the register run by the Minister of Internal Affairs
Minimum share capital	No requirement of minimum capital	No requirement of minimum capital
Type of business that is allowed	Any business that is run by the “mother company”	Only advertising activities
Registration fee	600 PLN + expenses (mainly translations)	1000 PLN + expenses (mainly translations)
Obligation to appoint representative in Poland	Yes	Yes
Separate legal personality	No	No
Possibility to transform to a company	No – only option of sale of organized unit	No – only option of sale of organized unit
Reporting obligation	Yes, branch is obliged to prepare and report financial  statements	Yes, representative office is obliged to prepare and report financial  statements

Key difference: ability to run business

The key difference between branch and representative  office is the ability to run business. Branches are allowed to run business and for this reason they are registered in the same register as the companies (KRS). As opposed to that representative offices are not allowed to run business in Poland, their activities may be limited only to advertising. For this reasons foreigners most usually choose the form of branch.

Transformation from representative office to branch

Some clients plan to open representative office and once it is well established and the products and services are well advertised  locally they intend to transform the representative office into branch. Our attorneys underline – there is no such possibility. You will need to closed down your representative office and open a brand new branch.

Branch vs subsidiary?

Most common question that our attorneys answer is – branch or subsidiary? if I want to do business in Poland what shall I choose?

There is no universal answer for such question, each business and each project has its own specific conditions. We can only generally say that most usually we recommend to incorporate a subsidiary, as it provides liability limitation, which in case of branch does not exist. On the other hand sometimes, especially in highly regulated industries, it is easier to open a branch rather than a subsidiary, and rely of already existing licenses, rather than going trough a process of obtaining new local licenses for Polish subsidiary. In any case it is always recommended to consult with the lawyer prior to taking any decisions.

Branch of EU company or non-EU company

Under Polish provisions of the Entrepreneurs Law there are two ways to register a branch in Poland – depending if a foreign entrepreneur originates from:

• European Union or the European Free Trade Association (simplified procedure); or
• other non-EU or non-EFTA country (ordinary procedure)

Foreign entrepreneurs from EU or EFTA member states may establish branches of their foreign entities in Poland free of any restrictions, i.e. under the same conditions as the Polish citizens.

Foreign entrepreneurs from non-EU or non-EFTA member states may only open own branch when their state of origin applies reciprocity procedure, that is when a Polish company is allowed to open its branch in the territory of the foreign entrepreneur’s country of origin.

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FAQ – Branch in Poland

Contact our lawyers specialized in branch registration