Representative Office in Poland

Updated: 24.09.2023

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

Application

An application for entry to the representative office shall provide 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

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.

Language

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.

Stamp duty

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.

Accounting

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.

Compulsory Deregistration

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.

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FAQ – Representative offices in Poland