Representation Office in Poland

Representation office in Poland – purpose

Opening representation office in Poland is justification only if you want to run business activity limited to promotion of products and market research. Representation office may also be used to run a showroom for product exhibition, networking with clients or monitoring execution of contracts. In consequence the representative office cannot run business activity consisting of sales or provision of services. For this 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 liability for any actions of the representation office.

Registration of representative office in Poland

Representation office in Poland must be registered with the special register maintained by the Minister of Economic Affairs.

Application

An application for entry to the representative office register needs to be filled in Polish language and include the following data:

1. Name, registered office and legal form of the foreign entrepreneur,
2. Object of economic activity of the foreign entrepreneur,
3. 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,
4. Address of the representative office in Poland.

Required documents

If the foreign entrepreneur conducts activity on a basis of a formation agreement, articles of association, a copy of this document shall be attached to the application, and if the entrepreneur was established or conducts activity on a basis of an entry into the register – copy of the excerpt from that register.

Moreover – the registrar will also require a resolution on formation of the representative office in Poland and potentially the document confirming the entitlement of the foreign entrepreneur to premises (e.g. lease) in which the registered office will conduct its business activity.

Any document being not in Polish language shall be submitted with the sworn translation.

Stamp duty

Registration of the representative office is subject to stamp duty of 1.000 PLN

Obligations of the representative office

Foreign entrepreneur who opened a representative office is obligated to:

• Use the original name of the foreign entrepreneur with the sworn translation into Polish of a legal form of the entrepreneur to denote the representative office and to include the words “representative office in Poland“;
• Keep separate accounts in Polish language in accordance with accounting principles;
• Report to the Minister of Economic Affairs about any changes to the factual and legal circumstances with respect to data submitted in the application.

Breach of any provision by the representative office of Polish law may trigger the procedure in which the minister of foreign affairs is entitled to issue a decision on prohibition to operate on Polish market.

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