How to establish a branch of a foreign entrepreneur in Poland?

Branch of a foreign entrepreneur in Poland
Photo by Austin Distel on Unsplash

You run a company outside Poland but you want to operate in Poland? According to Polish law, you can do it in several ways – set up a Polish company or create a branch of your company. If you are interested in the first option – read our article „How to establish a company in Poland”, if you do not want to create a separate entity – this entry is for you.

What is a branch of a foreign company?

A branch is a separate and organisationally independent part of business activity which a foreign entrepreneur performs outside its registered office. It means that a branch of your company will not be a separate company, but only a separate part of your current business.

Scope of branch activities

Your Polish branch can only do business to the extent your company does.

For example, if you run a company that manufactures and sells cosmetics, then your branch can do exactly the same or only deal with the part that is attractive to you on the Polish market – e.g. selling products itself.

It is up to you what scope of activity you transfer to your branch in Poland, because you decide about it yourself at the stage of branch registration.

Legal personality of the branch, or what is a branch formally?

As the branch is not a separate entity from the company, the branch does not have legal personality, legal capacity or judicial capacity. However, all these features are possessed by a foreign entrepreneur, so for example, from the formal point of view, all contracts concluded by the branch are in fact concluded by a foreign entrepreneur.

Each time we appoint a representative of the branch, i.e. a person who makes all declarations on behalf of the foreign entrepreneur as an attorney. The function of a representative is similar to the function of a proxy or company management board. 

Tax aspects of a branch of a foreign entrepreneur

It is worth pointing out that the branch is obliged under Polish tax regulations to keep separate accounts and to prepare and submit financial statements to the Polish registry court.

Therefore, in addition to the registered office of the branch, its representative, potential employees, it is also worth finding an appropriate accounting office which will handle all tax formalities before the Polish tax office and the Social Insurance Institiution (Zakład Ubezpieczeń Społecznych – ZUS).

How to establish and run a branch in Poland?

Before a branch can be opened, it must be registered in the Polish National Court Register (KRS) kept by the Commercial Division of the relevant District Court.

The registration period is 2-6 weeks from the date of submitting a complete and correct application, however, depending on the case, this period may be extended in some cases. A branch does not have a share capital and partners separate from a foreign entrepreneur, as it is an extension of the main entrepreneur’s activity. There are also no restrictions as to the duration of branch operations.

IF YOU WANT TO ESTABLISH A BRANCH IN POLAND – contact us! We will be happy to help you with the formalities before the Polish registry court, so that you can quickly start operating in our country.

If you already have a branch and need to report changes in the branch in the National Court Register – we are also at your disposal.

If you have any additional questions or you are ready to start business in Poland – leave us a massage dokumenty@KRSdlaFirm.pl.. We answer for your question as fast as it is possible. It usually takes up to 24 hours.

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