How to Open a Branch of a Foreign Company in Poland

Foreign entrepreneurs and companies have the opportunity to establish branches in Poland to conduct business activities, guided by the principle of reciprocity. This means that foreign companies can open branches in Poland if the laws of their home country grant similar rights to Polish companies. Entrepreneurs from the European Union can do so without significant restrictions, while those from non-EU countries must rely on the reciprocity principle.

IMPORTANT: Branches of foreign companies do not have legal personality as they are not considered separate legal entities.

Choosing the Type of Business

Before opening a branch in Poland, it is crucial to decide on the type of business to establish. Two main options exist:

1. Branch (oddział): Can engage in commercial activities.

2. Representative Office (przedstawicielstwo): Limited to advertising and informational activities.

   
   

NOTE: The branch’s activities must align with the business conducted by the foreign company in its home country.

Requirements for Establishing a Branch in Poland

To establish a branch, the foreign company must register it with the National Court Register (Krajowy Rejestr Sądowy, KRS). The process involves submitting an electronic application and paying a state registration fee of:

• 500 PLN for registration.

• 100 PLN for publishing the entry in the “Court and Economic Monitor.”

Documents Required for Registration:

1. Decision to establish a branch: Such as minutes of a shareholders’ meeting or a management decision.

2. Founding documents: The foreign company’s charter and other foundational documents, translated into Polish and notarized.

3. Registration documents: Certified copies of the company’s home-country registration documents, with Polish translations done by a sworn translator.

4. Tax status certificate: A document confirming the company has no tax debts in its home country.

5. Representative appointment documents: Information about the branch representative in Poland, including their address.

6. Certificate of reciprocity: Issued by a Polish representative body, confirming the reciprocity principle.

   
   

IMPORTANT: Applications are submitted electronically, and all documents must be uploaded into the PRS system. Foreign documents must include Polish translations. If documents were prepared in Poland, include the notarial act number in the “Notarial Act Number in CREWAN” field.

The registration court typically reviews the application within 7 days of submission.

Obtaining REGON and NIP Numbers

Once registered, the branch must comply with Polish tax laws, including VAT, and maintain separate accounting records in Polish. To facilitate this, the branch must obtain:

• REGON: A statistical number from the Polish Central Statistical Office.

• NIP: A tax identification number from the tax office.

Additional information, such as bank account details, employee numbers, and business locations, must be provided to the tax office via the NIP-8 form within:

• 21 days of registration in the National Court Register.

• 7 days of commencing business activities if social security contributions are involved.

NOTE: Any changes to the branch’s status, such as a change of address, must be reported within 7 days.

Next Steps

Establishing a branch of a foreign company in Poland requires careful attention to legal and administrative requirements. Ensuring compliance with registration, tax, and reporting obligations is essential to avoid delays or penalties.

B2B Hub offers comprehensive company formation and corporate services in any jurisdiction of your choice.

For inquiries, please contact us at +44 770 018 3107, visit our website at b2bhub.ltd, or email us at reg@b2bhub.ltd.