Representative Office in Poland
- Company incorporation in Poland
- Limited Liability Company
- Joint-Stock Company
- Registered Partnership
- Limited Partnership
- Business Partnership
- Representation office in Poland
- Branch in Poland
- Subsidiary / SPV in Poland
- Shelf Company
- Opening Bank Account
Representative Office in Poland – Key Facts
|Time required to register||Around 1 month|
|Scope of business operations||Restricted to advertising and promotion (sales of provision of services is not allowed)|
|Validity of registration||2 years|
|Place of registration||Register of Representative Office run by Minister of Economy|
|Legal personality||No – representative office has no legal personality|
|Who can open a representative office in Poland||Entrepreneurs from any country (no nationality restrictions)|
|Accounting||Yes – representative office has to run accounting books as per Polish regulations|
|Reporting||Yes – representative office has to perform annual reporting as per Polish regulations|
|Bank Account||Representative office is not obliged to have a bank account|
|Registration numbers||Representative office may obtain NIP number if it hires employees in Poland|
Representative Office – Introduction
Establishment to representative office in Poland is only justified if you want to run business activity limited to promotion of products and market research. Representation office may be used to run a showroom, participate in exhibition or network with clients. In consequence the representative office cannot run business activity consisting of sales or provision of services. For such purpose you will need to research other available options, e.g. branch or LLC registration or other available forms of company registrations in Poland.
Representative office has no separate legal personality as a result it is still the foreign entrepreneur who hold full liability for any local actions of the representation office.
Registration of representative office in Poland
Representation office in Poland shall be registered in the special register run and maintained by the Minister of Economy. The register of representative offices in publicly available and accessible online.
How to register a representative office in Poland?
1. Choose the representative (signatory) for Poland
2. Undertake corporate resolution on representative office establishment
3. Sign lease or virtual office
4. Gather necessary documents, translate to Polish
5. Submit registration application to Minister of Economy
An application for entry to the representative office shall provide the following data:
- Name, registered office and legal form of the foreign entrepreneur,
- Object of economic activity of the foreign entrepreneur,
- First name, last name and address in the territory of the Republic of Poland of the person authorized to represent foreign entrepreneur in the representative office,
- Address of the representative office in Poland.
Along with the application, most usually the following documents are provided:
- Formation documents / Articles of Association along with Apostille clause or legalization clause
- Excerpt from local register along with Apostille clause or legalization clause
- Resolution on representative office establishment
- Resolution on appointment of representative (signatory) for Poland
- Statement of acceptance of the function by the representative (signatory)
- Optionally – lease agreement of Polish office
Formation documents / articles of association / excerpt from local register shall legalized or be provided with Apostille clause (for parties of Hague Convention). All other documents shall be provided in original or certified copies.
The application as well as all the attachments must be submitted in Polish language. If the source documents are not in Polish language, they need to be translated into Polish by certified sworn translators.
Registration of the representative office is subject to stamp duty of 1.000 PLN
Refusal of registration
The Minister of Economy may refuse to register a representative office in Poland if:
- establishment of the representative office would pose a threat to safety and defense of Poland or security of classified information or any other superior public interest,
- objectives of the representative office exceed permissible scope of promotion or advertising.
Operations of representative office
Name of representative office
There is no flexibility as to the name of the representative office. It is no free choice of the name. It is defied by Polish law stating that representative office of foreign entrepreneur must use the original name of the foreign entrepreneur along with the legal form (translated into Polish) and suffix “representative office in Poland”.
Time limit – 2 years
Representative office is entered to the register for the period of 2 years. If the entrepreneur intends to operate longer, it shall submit a request for extension of registration for further 2 years within last 90 days prior to lapse of 2 years from the entry day.
Even if the representative office cannot run business operations it is obliged to open and run accounting books in Polish language in compliance with accounting principles. Representative office cannot be a VAT taxpayer (as it is not allowed to run business activity). Potential VAT refunds for purchases made in Poland will be only permissible for the foreign entity itself.
Updating the register
Any changes to the factual and legal circumstances with respect to data submitted in the application shall be reported to the Minster of Economy.
The Minster may erase (deregister) the representative office from the register – if:
- it materially breaches Polish law,
- liquidation of foreign entrepreneur was launched or the entrepreneur lost the permit / license to run the business,
- operations of the entrepreneur poses a threat to safety or defense of Poland or security of classified information or any other superior public interest,
- the entrepreneur does not have a legal title to the premises which were designated as registered seat in Poland,
- foreign entrepreneur was erased from domestic register of the entrepreneurs / companies.
FAQ – Representative offices in Poland
Does representative office in Poland have legal personality?
No, representative office in Poland, does not a separate legal personality.
What business can be performed by representative office in Poland?
Representative office in Poland may only conduct promotional and advertising activities.
Can the representative office hire employees in Poland?
Yes – representative office may hire employees in Poland.
How much time is required to register representative office in Poland?
Registration process takes around 1 month.
What documents I need to open representative office in Poland?
Articles of Association of your foreign company. Excerpt from your local company register and a resolution of opening a representative office in Poland and authorization for local representative (signatory).
Is representative office in Poland obliged to run accountancy?
Yes – Polish representative office is obliged to run accounting books as per Polish regulations.
What is the validity period of representative office registration in Poland?
Registration of representative office in Poland is valid for 2 years