An entrepreneur who wants to start a business in Poland may consider several legal forms. Besides starting a subsidiary or a branch, he can establish a representative office. What is a representative office in Poland? What is the scope of its activities? How to register it? This article will answer these questions.
What is a representative office in Poland?
Similarly to a branch, the representative office has no legal personality. It represents a part of foreign enterprise. The foreign entrepreneur is responsible for the liabilities of the representative office. The scope of activity of the representative office is very limited. It may only operate in the field of advertising and promotion of a foreign entrepreneur.
Scope of activity of a representative office in Poland
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.
Who can start a representative office in Poland?
Every foreign entrepreneur may establish a representative office in Poland. Even the ones from outside the EU. This distinguishes a representative office from a branch. Entities from outside the European Union do not need to prove the reciprocity principle.
Foreign persons operating under the law of their country can also start a representative office. This form of business is not dedicated to enterprises only. There are limitations to the actions undertaken by such a representative office. They must focus on promoting and advertising the economy of their country of origin.
How to establish a representative office in Poland?
Formalities connected with opening a representative office in Poland.
To open a representative office in Poland a foreign entrepreneur must:
- adopt an appropriate decision. It can be in a form of e.g. a resolution of the competent corporate body, such as the management board;
- submit the application for entry into the Register of Representative Offices.
- appoint a person authorized to represent foreign entrepreneur in the representative office;
- have an address located in Poland. It is necessary to have legal title to the indicated address (e.g. rental agreement). There is no obligation to submit this document together with the application.
Application for entry into the Register of Representative Offices – attachments
The applicant must enclose official authorised copies of some documents. This applies to documents from the country of registration of the foreign entrepreneur. They must confirm:
- performing a business activity in the country of registration and the scope of its operations;
- address of the foreign entrepreneur’s seat in the country of registration;
- rules of the foreign entrepreneur’s representation, as well as appointed representatives.
Additionally, one should enclose the following documents to the application:
- a document confirming the appointment of a representative and his personal data. It can be in a form of a resolution of the company’s governing body. Required personal data include: name, surname, date of birth, names of parents and ID number;
- representative’s declaration of accepting the function.
Entry into the Register of Representative Offices – include translation of the documents
You must submit the application and the attachments together with the certified translation. A sworn translator must be from Poland or another EU member country.
A foreign entrepreneur may operate in a country that is a party to the Hague Convention of the 5th of October 1961. In such a case, the abovementioned documents must have an apostille clause. Most countries from Asia and all countries from Europe and the Americas belong to Hague Convention. If an entrepreneur comes from a different country, he has one more obligation. He must first legalize the documents to use them in Poland. It can be done by authorities of the country of registration, the Polish embassy or the consulate.
Payment for entry into the Register of Representative Offices
The application for entry into the Register is subject to a fee in the amount of 1000 PLN.
What entity maintains the Register of Representative Offices?
Unlike other legal entities, representative offices are not included in the Register of Entrepreneurs of the National Court Register. They have a separate register. The entry is valid for a period of 2 years. A foreign entrepreneur may submit another application within the last 90 days of the entry’s validity. This way, one can prolong the entry for another 2 years.
The register of the representative offices is public. It is available, e.g. on the government website.
Operations of the representative office – basic obligations
The representative office in Poland must, e.g. :
- use the original name of the foreign enterprise with the phrase “przedstawicielstwo w Polsce” [eng. representative office in Poland],
- keep separate books in Polish, according to the accounting regulations
- notify about any changes of data entered into the register within 14 days.
Remember that Polish public authorities may remove the representative office from the register. This can happen if:
- foreign entrepreneur violates Polish law;
- representative office has no legal title to the property indicated in the Register;
- the foreign enterprise (parent company) has been liquidated.
Summary
As you can see, the representative office has one goal. The objective is to promote the parent company. It is not a direct form of running a business in Poland. Yet, it can be helpful for companies operating internationally. Especially for the ones that need to promote their brand in Poland.
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, will be happy to help. If you are interested in company registration in Poland visit our dedicated landing page.
FAQ – frequently asked questions on representative office in Poland
What entity maintains the Register of Representative Offices?
Unlike other legal entities, representative offices are not included in the Register of Entrepreneurs of the National Court Register. They have a separate register. The entry is valid for a period of 2 years. A foreign entrepreneur may submit another application within the last 90 days of the entry’s validity. This way, one can prolong the entry for another 2 years. The register of the representative offices is public. It is available, e.g. on the government website.
What is a representative office in Poland?
Similarly to a branch, the representative office has no legal personality. It represents a part of foreign enterprise. The foreign entrepreneur is responsible for the liabilities of the representative office. The scope of activity of the representative office is very limited. It may only operate in the field of advertising and promotion of a foreign entrepreneur.
Who can start a representative office in Poland?
Every foreign entrepreneur may establish a representative office in Poland. Even the ones from outside the EU. This distinguishes a representative office from a branch. Entities from outside the European Union do not need to prove the reciprocity principle.
How to establish a representative office in Poland?
To open a representative office in Poland a foreign entrepreneur must:
– adopt an appropriate decision. It can be in a form of e.g. a resolution of the competent corporate body, such as the management board;
– submit the application for entry into the Register of Representative Offices.
– appoint a person authorized to represent foreign entrepreneur in the representative office;
– have an address located in Poland. It is necessary to have legal title to the indicated address (e.g. rental agreement). There is no obligation to submit this document together with the application.
What is the documentation required to register a representative office in Poland?
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 in Poland 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.
