Branch or representative office

Foreign entrepreneurs from the European Union and the European Free Trade Association (EFTA) are obliged to follow the same rules of doing business in Poland as Polish entrepreneurs. In order to conduct business in Poland, foreign entrepreneurs may establish branches (so-called daughter companies) or representative offices on the basis of reciprocity, unless the country of origin ratified international agreements which provide otherwise. Below we explain the legal requirements for both types of entities.

A branch of a foreign entrepreneur established in Poland may perform economic activity only in the scope of activity as the foreign entrepreneur itself.

What do you need to establish a branch in Poland?

• obtaining an entry of the branch in the National Register of Entrepreneurs (KRS);
• appointing of a person authorized to represent the branch in Poland;
• keeping separate accounting in Polish in accordance with the Polish accounting regulations;
• Informing the relevant minister on any changes in the factual and legal status of the branch, e.g. when:
  • the procedure for the liquidation of the foreign entrepreneur has started;
  • the parent company lost the right to conduct business activity;
  • the activity of a foreign entrepreneur poses a threat to the security and defense of the Polish state, the protection of state secrets or any other important public interest.

In order to designate a branch, use only the original name of the foreign entrepreneur, type of its legal form translated into Polish, and the additional phrase "branch in Poland".

How to liquidate a branch in Poland?

In order to liquidate a daughter company in Poland, use the relevant provisions of the Commercial Companies Code on the liquidation.

If you are interested in the above topic of registering branch in Poland, please contact us.

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A representative office is an entity which area of activity may only be advertising and promotion of the foreign entrepreneur.

What do you need to establish a representative office in Poland?

• prepare an application for the entry in Polish language;
• apply for an entry in the register of representative offices kept by the Ministry of Entrepreneurship and Technology;
• prepare attachments: an excerpt from the foreign corporate register translated into Polish and other documents specifying the headquarter and rules of representation;
• prepare documents authorizing the appropriate persons to represent the representative office and a declaration of acceptance of the authorization;
• having a legal title to any real estate, which will be indicated in the register as the office of the representative office - there is no need to attach it to the application.

The minister of the relevant ministry may refuse to enter the representative office into the register, if not all of the requirements are met, or delete the representative office from the register in case of lack of compliance with Polish law.

A representative office can be set up for a period of 2 years and may be extended for another 2 years if necessary.

How to liquidate a representative office in Poland?

In order to liquidate a branch of a foreign enterprise, the provisions of the Commercial Companies Code regarding the liquidation must be obey.

If you are interested in the topic of representative office in Poland, please contact us. Our lawyers can assist you both in opening and closing a representative office in Poland. We invite you to contact us.