Foreign investors who want to establish a business activity in Poland very often ask which form of business activity they should adopt. They can choose between establishing a branch of their company or starting a separate entity (e.g. a new limited liability company). In this article, we will focus on the first of the abovementioned solutions and explain how to register a foreign company’s branch in Poland.
A foreign company’s branch in Poland – legal status
First of all, it should be emphasized that a foreign company’s branch does not have a legal personality. It does constitute a separate organizational unit but it is still only a part of the foreign entrepreneurship. This means that foreign entrepreneur is responsible for the undertakings of the branch company. Essentially, the branch also does not have the capacity to be a party in court proceedings. Consequently, it is the foreign entrepreneur who will constitute a party (either plaintiff or defendant) in the event of a possible court trial. It does not apply, however, to cases concerning employees’ issues. In the event of litigation between a foreign company’s branch and its employee (either former or present one), the branch company will always constitute a representative party to the proceedings. In other words, if the investor wants that his Polish part of business have a legal personality he has to register a company in Poland.
Branch in Poland for EU companies
In Poland, those entrepreneurs who originate from the European Union may establish a branch of their business practically without restrictions. Entrepreneurs originating from countries not belonging to the EU may establish a branch in Poland on the basis of reciprocity. This means that the possibility to establish a branch company depends on whether the international agreements ensure Polish entrepreneurs similar rights. For example, establishing a branch of an American company on the territory of the Republic of Poland is possible based on the ratified international agreement – the Treaty between the United States of America and the Republic of Poland Concerning Business and Economic Relations, signed on the 21st of March 1990.
How to register a branch of a foreign company in Poland?
Moreover, establishing a company’s branch in Poland also requires:
- making an appropriate decision by a foreign entrepreneur (e.g. the resolution of an appropriate body of a company, such as management or board of directors);
- the application for the branch’s entry into the Polish National Court Register [Polish: KRS];
- if a foreign entrepreneur operates on the basis of the partnership agreement, deed of foundation, contract, statute and/or entry into the National Commercial Register, a certified copy of such documents together with their certified translation into Polish should be submitted along with the application for entry of the branch into the Polish register.
Obviously, a foreign company’s branch should also have a legal title for its registered office in Poland (e.g. rent agreement). There are no legal obstacles to use a virtual office.
It should be noted that a foreign entrepreneur may start his business activity within the company’s branch in Poland only after obtaining an entry into the Polish National Court Register [Polish: KRS].
Person appointed as a representative of the Polish branch
An entrepreneur who establishes a foreign company’s branch in Poland is obliged to assign a person who will be authorized to represent the foreign entrepreneur (a branch representative). The branch representative shall act on behalf of and for the entrepreneur in relation to the branch company’s activities.
There are no particular requirements regarding the person indicated as a branch representative. What is important, such a person does not need to be a Polish citizen or an employee of the company’s branch. There is no requirement for a branch representative to speak Polish. More than one branch representative may be assigned.
The representative may be dismissed by a foreign entrepreneur at any time. Both assigning and dismissing a branch representative shall be confirmed in writing.
A foreign company’s branch in Poland after registering in National Court Register – next steps
After the branch’s registration in the Polish Commercial Register one should fulfil a few more formalities. The most important ones constitute:
- reporting the foreign entrepreneur to the Internal Revenue Service – as a consequence, the Internal Revenue Service shall issue a unique Tax Identification Number [Polish: NIP] for a foreign entrepreneur;
- reporting a foreign company’s branch to the Internal Revenue Service – if the branch company is going to hire employees, it must apply for a separate Tax Identification Number [Polish NIP] in order to comply with the responsibilities to cover Social Insurance contributions and advance personal income tax payments;
- registering as VAT payer– if the branch company will conduct business activities covered by this type of taxation (it is worth noting that the foreign entrepreneur is subject to registration, not the branch company itself).
All of the abovementioned applications shall be submitted on the official government forms, provided by Polish National Revenue Administration.
Business activity of the Polish branch – basic aspects
The business activity of the branch may cover only such scope of activities that is conducted by a foreign entrepreneur in his or her original country of registration. It constitutes quite a significant restriction in comparison to establishing a new limited liability company, which range of operations is unrestricted as long as it is legally permissible.
The branch company is obliged to pay corporate income tax (CIT) on the income generated on the territory of Poland. The branch company is also a VAT payer. Moreover, if the branch company hires employees, it also becomes a payer of Social Insurance contributions and advance personal income tax payments for its employees.
The foreign company’s branch in Poland is also obliged to keep and maintain accounting in the Polish language and in accordance with Polish accounting rules.
The branch company should have the original name of the foreign entrepreneur together with its legal form translated into Polish and an additional designation: ‘oddział w Polsce’ [branch in Poland].
Apparently, the activity of a foreign company’s branch in Poland has its own specifics. For your convenience, below we present several crucial differences between conducting business activity in the form of a branch company and Polish limited liability company:
|Foreign company’s branch||Limited liability company (subsidiary)|
|Registration by notary required||NO||YES|
|The scope of activity||Identical with the scope of the parent company’s activity||Any activity allowed by law (resulting from the company’s agreement)|
|Share capital (minimum)||NON-APPLICABLE||5000 PLN|
|Entity’s assets||Part of the parent company’s assets||Separate from the parent company|
|Name||The original name of a foreign company with the legal form translated into Polish and with a designation of “oddzial w Polsce” [“branch in Poland”].||Any name with a designation: „spółka z ograniczoną odpowiedzialnością”|
|Governing bodies||NONE||Management board|
Meeting of shareholders
(optionally) Supervisory board
Do you plan to open a branch of your company on the territory of Poland and need assistance during the whole process? Our specialists have many years of experience in cooperation with foreign entrepreneurs, including establishing branches of foreign companies. Feel free to contact us.