How to Open a Branch of a Foreign Company in Poland

Many foreign entrepreneurs and companies can establish branches in Poland to conduct business activities, based on the principle of reciprocity, unless otherwise stipulated by ratified international agreements. Reciprocity, in this case, means that foreign companies can open branches in Poland if the national laws of the country where the foreign company is registered provide similar rights to Polish companies.

In general, entrepreneurs from the European Union can open branches of their companies in Poland with virtually no restrictions. Entrepreneurs from non-EU countries can open branches in Poland based on reciprocity.

IMPORTANT! Branches of foreign companies do not have legal personality as they are not considered separate legal entities.

Choosing the Type of Business

Before opening a branch, it is necessary to decide what type of business the company will conduct. In Poland, the following forms can be registered:

• Branch (oddział) of a foreign company
• Representative office (przedstawicielstwo) of a foreign company

NOTE! A branch can engage in commercial activities, while a representative office is limited to advertising and informational activities.
It is also important to know that the branch’s business activities can only include those activities that the foreign entrepreneur conducts in the country of its registration.

Requirements for Establishing a Branch in Poland and How to Apply for Registration

A branch must be registered in the National Court Register (Krajowy Rejestr Sądowy, KRS). To do this, an application must be submitted along with the required documents. Registration includes:

• Completing the appropriate form
• Paying the state registration fee (500 PLN for registration, 100 PLN for publishing the entry in the “Court and Economic Monitor”)
• Submitting all necessary documents

Required documents for registration:

• Decision to establish a branch – this can be the minutes of a shareholders’ meeting or a decision by the company’s management.
• Founding documents – the charter and other founding documents of the foreign company, translated into Polish and notarized.
• Registration documents from the home country – certified copies of these documents must be provided along with Polish translations. Ideally, these translations should be done by a sworn translator in Poland.
• Tax status certificate – confirmation that the company has no tax debts in its home country.
• Documents appointing a representative – information about the person who will represent the branch in Poland, including their address in Poland.
• Certificate of reciprocity – a confirmation from a Polish representative body of the foreign entrepreneur about the reciprocity principle.

IMPORTANT! The application for registration is submitted only electronically! Foreign documents and their translations are uploaded into the PRS system. If the documents were created in Poland, you must fill in the “Notarial Act Number in CREWAN” field with the notarial act number, which can be found in the registration notice received from the notary.

The registration court reviews the application to enter a foreign entrepreneur’s branch into the National Court Register within 7 days from the date it is submitted.

Obtaining REGON and NIP Numbers

If a foreign company’s branch in Poland conducts business activities on Polish territory, it must pay taxes (including VAT) and maintain separate accounting in Polish in accordance with Polish accounting rules. Therefore, obtaining these numbers is necessary:

• REGON – a statistical number issued by the Polish Central Statistical Office.
• NIP – a tax identification number issued by the tax office.

It is important to note that, in addition to registering the company in the National Court Register, you must also provide additional data to the tax office, such as bank account numbers, special company status information, expected employee numbers, or business locations. You can submit this information using the NIP-8 form, which must be sent:

• Within 21 days from the date of entering the foreign entrepreneur’s branch into the National Court Register.
• Within 7 days from the start of business activities if you plan to pay social security contributions.

NOTE! If changes occur after the branch’s registration (e.g., change of legal address), you must submit a notification within 7 days of the event.

If you have further questions, please contact us at office@progressholding.pl