Branch in Poland

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Branch in Poland

If you are considering starting a business in Poland, one of the first questions that come to mind is – what legal form shall I choose ?

If you ask that question to experts of our Law Firm in Poland, they would say the following:

if you want to operate in Poland via your foreign entity you have two options:
- branch – that allows you to run the same type of business in Poland as you run domestically,
- 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 one of the company types in Poland, amongst which the most popular is the LLC.

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.

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.

Opening branch in Poland – scope of business

Branch registration process in Poland involves verification of the “mother’s” company business activity. Polish branch of a foreign company’s business activity may not exceed the scope of the business activity of a foreign company and may only run the same type of business (e.g. production company, cannot act as trading company in Poland). As a result, the articles of association of a foreign company (along with sworn translation into Polish language ) need to be provided to district court in for verification.

Branch representative

For a 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.

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.

FAQ – Branch in Poland

Does branch of foreign company in Poland have legal personality?

No, branch in Poland, is not a separate legal entity (as opposed to the subsidiary).

Is branch in Poland obliged subject to reporting obligations?

Yes, branch in Poland is obliged to report financial statements annual to Polish company register (KRS).

Is branch obliged to have an accountant in Poland?

Theoretically, but not in practice, the branch is subject to equal accounting obligations as LLC, as a result it is highly recommended to hire an accountant for your Polish branch.

Is branch subject to taxation in Poland?

Yes, branch in Poland is subject to taxation as per Polish Tax Laws.

How much time is required to open a branch in Poland?

The process of branch registration in Poland requires approx. 1-2 months.

What documents I need to open branch in Poland?

You will need Articles of Association of your foreign company, excerpt from your local company register and a resolution of opening a branch in Poland and appointing branch’s representative.

Who is the branch representative?

Branch representative is a person that will be authorized to represent your branch in Poland. That person is listed in the company register and is responsible for fulfillment of reporting obligations.