Foreign companies, who want to run business in Poland, have many possibilities. They do not need to register a new company in the territory of our country. Representative office, branch or subsidiary – these are available forms of business to consider. Each of them enables conducting business in Poland by foreign companies. The following article focuses on the first of the introduced options. You will learn what a representative office is and how it is different from a subsidiary or branch. What is more, you will learn what conditions must a foreign company meet to register it.
Doing business in Poland by a foreign company- what is a representative office?
The Act on the rules of participation of foreign entrepreneurs and other foreign persons in the economic trade on the territory of Poland regulates the activity of a representative office. According to it, foreign entrepreneurs may register a representative office in Poland.
Scope of activity of a representative office
You should remember that there are limitations to the operations of the representative office. They must cover advertising or promotion of a foreign entrepreneur or his country. This factor limits the number of entrepreneurs interested in such a form of business.
How can you start your representative office?
Starting a business in Poland as a representative office requires registration. The entry must be made in the Register of Representative Offices of Foreign Companies. The minister in charge of the economy is responsible for it. The entry is not obligatory for a representative office of a foreign bank or credit institution.
Obligation of renewal of representative office’s registration
The entry into the register is based on the content of application. It relies on the data provided in it. The entry is valid for a period of 2 years. A foreign entrepreneur may submit the application during the last 90 days when it is valid. Then, the entry becomes prolonged for another 2 years.
Registration of a foreign company in the Register of the Representative Offices in Poland – formal requirements
The Act on the Rules for the Participation of Foreign Entrepreneurs and Other Foreign Persons in Economic Trade on the territory of Poland determines the application’s formal requirements.
Application to register a representative office – required information
According to Art. 26 of the Act, the application must be in Polish and include:
- the name, registered place of the seat and legal status of the foreign entrepreneur
- the subject of the main business of a foreign entrepreneur,
- the name and surname of a person authorised to represent the foreign entrepreneur,
- the address of a representative office in Poland.
Documentation required to register a representative office
To start a business in Poland, the applicant must include the following documents:
- a certified copy of a document of registering a foreign entrepreneur in his country,
- a certified document determining the foreign entrepreneur’s seat and rules of representation
- a document authorising the indicated person to represent a foreign entrepreneur.
Should documents of a foreign company willing to register a representative office be translated into Polish?
The applicant should submit the documents in his native language. He should also enclose their translation into Polish. Some documents require certification by apostille or by legalization. This concerns the document of registering a foreign entrepreneur in his country.
The minister may order complementing the documentation if there are formal deficiencies.
The applicant will have for that at least 7 days from the date of receiving the order. The application will not be processed if the formal deficiencies are not corrected.
Refusal of registration of representative office
The refusal of registration may also have other causes. The minister refuses entry when:
- establishing a representative office would threaten the security or defence of the country,
- establishing a representative office would threaten the security of information classified as “confidential”,
- establishing a representative office would threaten other superior public interest.
- the application relates to business activity that is beyond marketing and promotion.
Representative office in Poland – obligations of the foreign company
Starting a representative office in Poland means new responsibilities. A foreign entrepreneur who established such a representative office:
- must use the original name of the foreign enterprise with the phrase “przedstawicielstwo w Polsce” [eng. representative office in Poland],
- must keep separate books in the Polish, in accordance with the accounting regulations,
- must notify the Minister of any factual and legal changes within 14 days,
- must appoint a person authorized to represent the foreign entrepreneur.
Doing business in Poland in a form of representative office – summary
A representative office, next to a branch of a foreign company and subsidiary is one of the forms of business in Poland. It is available for foreign entrepreneurs. It can deal with the marketing and promotion of a foreign entrepreneur or his country. This factor limits the number of entities interested in representative offices in Poland. Additionally, establishing a representative office requires entry into the Register. The minister of economy governs the Register of the Representative Offices.
If this article was interesting for you and you want to know more on the topic it concerned we encourage you to contact us. Specialists from our law firm in Poland, Warsaw, will be happy to help. If you are interested in company registration in Poland visit our dedicated landing page.
