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New regulations on registration and liquidation of branches of foreign companies in Poland

On 30 April 2018, the Act of 6 March 2018 on the rules for the participation of foreign entrepreneurs and other foreign persons in economic turnover on the territory of the Republic of Poland (hereinafter – the New Act) will enter into force. It is a part of the so-called „Five-pack” – a package consisting of five acts, commonly referred to as the „Business Constitution”, which aims to simplify the regulations on conducting business.

Most of the rules regulating the registration and conducting of business activity by a foreign entrepreneur in a form of a branch in Poland, in comparison to the provisions of the Act of 2 July 2004 on the freedom of economic activity (hereinafter – the Act on f.e.a.), have not changed. However, there are also some modifications, including in the scope of documents required from a foreign entrepreneur for register a branch.

Polish branch establishment

From 30 April 2018, a foreign entity which wants to register a branch in Poland should submit to the registration court an application for the registration of a branch in Poland together with the following documents:

  • a copy of the deed of incorporation, articles of association or statute on the basis of which the foreign entity prowides the activity,
  • a copy from the register of entities kept by the authority of the state in which the foreign entity has its registered office.

The requirement to attach to the application signature pattern of a person authorized in a branch to represent a foreign entrepreneur certified by a notary public was abolished.

Furthermore, in accordance with the requirements of the Act of 20 August 1997 on the National Court Register, the applicant will still be required to submit to the court a statement of the person authorized in a branch to represent a foreign entrepreneur in Poland, including consent to his appointment and address for deliveries.

Liquidation of Polish branch

The second major change will be the abolition of the existing obligation to conduct liquidation proceeding of the branch on the same principles as for limited liability companies. Irrespective of the statement in 2007 by the Supreme Court of non-compliance of the provisions of the Act on f.e.a. in this regard with EU regulations, so far these regulations existed in the text of the Act on f.e.a., which made significantly complicated the process of liquidation of the branch.

The New Act 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. Apart from this case, according to the New Act, a branch may be liquidated on the basis of a resolution of a foreign entity’s (board of directors) body.

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Author team leader DKP Legal Michał Dudkowiak
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