Market Entry & Foreign Investment Lawyers in Poland

Most foreign investors come to us with a business plan and a question: subsidiary, branch, representative office – or no Polish entity at all for now? Dudkowiak & Putyra answers it in a written entry memo that compares the options against the group’s plan: who will sign contracts and employ people, where profits will be taxed, which activity needs a licence, what the parent will have to report, and how long each route takes. The memo ends with a sequence of steps, a timeline and one fee estimate for the whole set-up, so that the board decides once and the project runs without re-planning.

What we do

• Entry memo: comparison of the subsidiary, branch and representative office routes for your plan – liability, tax, reporting, timing
• Tax structure of the entry: corporate income tax and VAT position, permanent-establishment risk, transfer pricing and intercompany agreements with the parent, withholding tax on financing and services
• Regulatory map: which permits, registrations and notifications your product or service needs in Poland before the first sale
• Budget and timeline for the whole set-up, with our Doing Business in Poland guide as the client’s reference document
• Choice of the right form for international organisations and NGOs: a foundation, an association or a representative office, and the treaty aspects of donor-funded programmes

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Once the structure is chosen, the firm runs the set-up end to end: the entity and its registrations, the bank account, tax numbers, accounting and payroll, and the documents for the first employees. Since the start of 2025 around 80 limited-liability companies have been registered this way fully remotely, in English, with foreign directors signing electronically. The corporate, tax, employment and payroll teams work from one project plan, so a company registered on a Wednesday can have its VAT registration, bank account and first employment contracts ready for the manager who lands the following month.

What we do

• Set-up of the Polish entity by our Corporate practice – the procedure, documents and timing are described in our guide to company registration in Poland
• Corporate bank account for a foreign-owned company, PESEL numbers, qualified electronic signatures, Trusted Profile and e-Delivery access for foreign directors
• Tax and customs registrations: VAT, NIP, EORI, the BDO waste register and the beneficial-owner register; KSeF e-invoicing readiness
• Accounting and payroll run in-house by the firm’s DPG Tax team – or a hand-over to the client’s own finance team with training
• First hires: bilingual employment and B2B contracts, work and remuneration regulations, onboarding and remote-work rules by our Employment practice – see hiring employees in Poland and the cost of hiring
• Office, warehouse or plant: lease review and negotiation, registered address, virtual office for the first months

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Poland is one of Europe’s largest locations for shared service centres, BPO operations and software-development hubs, and setting one up is first of all an employment project: dozens or hundreds of people hired in months, on a mix of employment contracts and B2B agreements, with group policies that must work under Polish law. Dudkowiak & Putyra combines the corporate set-up with an employment package built for scale – contract templates, remote-work and IT-security rules, bonus and equity schemes, working-time systems – and with the tax questions a cost centre raises: transfer pricing with the parent, VAT on intra-group services and the R&D and IP Box reliefs.

What we do

• Choice between a cost centre, a service company and a branch, with the transfer-pricing and VAT model for intra-group services
• Employment package for a centre: bilingual contract templates, B2B agreements and their audit, work regulations, remote and hybrid work, IT and data-security rules, bonus and stock-option plans – see employment in the IT industry in Poland and B2B contracts audit
• Office lease for a centre and the fit-out agreement; relocation of specialists from outside the EU with our Immigration practice
• Data-centre and cloud investments – see our guide to data-centre investments in Poland (referenced by the European Commission in its staff working document on the Cloud and AI Development Act); tax reliefs for development centres and guides to IT outsourcing and software development in Poland
• Payroll and HR administration for the growing team, with dashboards for the group’s HR function

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Many international companies want a salesperson, an engineer or a distributor in Poland before they want a company in Poland. Dudkowiak & Putyra has developed a repeatable model in which the foreign company itself becomes the Polish employer: it is registered with the tax and social-security authorities, the employee receives a bilingual contract and remote-work documents, occupational medicine and payroll are organised, and the permanent-establishment risk is checked and monitored. The same analysis covers distribution, agency and franchise models and the cross-border supply of goods or services. The client tests the market in weeks and switches to a subsidiary when the numbers justify it.

What we do

• Direct employment by the foreign company: tax and social-security registration of the foreign employer, bilingual contracts, payroll, personnel files
• Permanent-establishment analysis at the start and as the Polish team grows – when a branch or subsidiary becomes necessary
• Distribution, agency and franchise agreements under Polish and EU competition law; B2B contracts with Polish contractors
• Cross-border sales: VAT registration of a foreign company, VAT OSS, customs warehouse and EORI, product-safety and labelling rules
• A branch as an alternative – registration, reporting duties and the point at which a subsidiary is the better choice

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Some businesses cannot start in Poland with an entity and a bank account alone – they need a licence, a registration or a regulator’s consent, and the entity has to be built to obtain it. Led by Piotr Putyra, the firm has registered and licensed payment institutions, electronic-money institutions, crypto-asset service providers, lending platforms, employment agencies, freight forwarders and defence manufacturers for foreign groups, and has passported regulated activities from the UK into Poland. The entity, its capital, its board and its internal procedures are designed around the application from day one.

What we do

• Financial services: small and authorised payment institutions, electronic-money institutions, CASP licences under MiCA, loan institutions and EU passporting before the KNF – with our FinTech in Poland guides
• Pharmaceuticals and medical products: the Polish entity’s role towards marketing-authorisation holders, reporting, reimbursement and local distribution
• Employment and temporary-work agencies, employer-of-record platforms, transport and freight-forwarding licences, security-services licences
• Defence and strategic goods: licences for manufacturing and trading in military goods, dual-use classification, internal export-control systems and industrial security clearance
• Consumer products, electronics, food, tobacco and nicotine, cosmetics and supplements: pre-launch regulatory registrations and labelling with our Regulatory practice

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Buying a Polish company or business is often the fastest way in: the client gets employees, customers, premises and licences from day one. Dudkowiak & Putyra’s M&A team handles the legal, tax and employment due diligence, the letter of intent, the share or asset purchase agreement and the closing, and the market-entry partners add what an entry needs on top: the acquisition vehicle, its bank account and registrations, the post-closing integration and, where applicable, merger-control clearance and foreign-investment screening. Joint ventures with Polish partners are structured with the same team – from the memorandum of understanding to the shareholders’ agreement and the articles.

What we do

• Legal, tax and employment due diligence of the Polish target; share purchase and asset-deal agreements, earn-outs and investment agreements – with our M&A practice
• Joint ventures: memoranda of understanding, JV and shareholders’ agreements, articles of association, IP and contribution arrangements
• Merger control before the Polish competition authority and foreign-investment screening (FDI) for sensitive sectors
• Acquisition vehicle and post-closing: the Polish SPV, financing by shareholder loans, board changes, transfer of employees and licences, integration of the acquired business into group policies
• Brand and IP acquisitions: trademark purchase and licensing, re-registration of marks, transfer pricing for the brand

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An industrial entry stands or falls on the site. Dudkowiak & Putyra’s real estate and construction team, led by Wojciech Kasprzak, checks the land before the client commits – title, zoning, access, environmental and water-law constraints – negotiates the purchase or the lease, and prepares a roadmap of every decision, permit and notification between the signed contract and the first shift. The tax team adds the investment incentives: the Polish Investment Zone, grants and the real-estate tax position of the plant.

What we do

• Greenfield and brownfield sites: legal due diligence, preliminary and final purchase agreements, perpetual-usufruct and agricultural-land issues – see real estate development in Poland and general plans and zoning decisions
• Permitting roadmap: building permits, environmental decisions, water-law permits, tree removal, demolition, waste registration – one schedule for the legal, technical and project-management teams
• Commercial leases for plants, warehouses and offices, fit-out and hand-over, with our Real Estate practice
• Investment incentives: Polish Investment Zone decisions, government grants, R&D relief and real-estate tax – and keeping a state-aid decision intact when the business is restructured
• Energy, mining and infrastructure projects: concessions, geological information, environmental proceedings and disputes with the authorities

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A new Polish operation usually starts with people sent from headquarters – a country manager, a finance lead, a few engineers – and sometimes with a whole team moved under pressure. The firm’s Immigration practice, led by Denis Ushakov, decides the route for each person before the offer is signed (business visa, work permit, intra-corporate transfer, EU Blue Card, residence for business activity), files the applications, brings the families, and keeps the employer compliant with the 2025 foreign-employment rules – while the corporate team puts the Polish employer behind every permit.

What we do

• Foreign board members and commercial proxies: when a work permit is needed and when a business visa is enough; residence for business activity
• Managers and specialists transferred within the group: ICT permits, EU Blue Cards, work permits and the simplified routes for citizens of Ukraine and other eligible countries
• Group relocations: the route per person, family members, visas, PESEL numbers and the life admin after arrival – with our Immigration practice
• Employing UK and US citizens in Poland – our two largest client markets
• Tax residence and the taxation of relocated managers; payroll and A1 certificates for expats

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