Representative Office Registration in Poland

Establishing a branch office in Poland can be a strategic move for a foreign company looking to enter or expand within the Polish market. As one of the most dynamic economies in the EU, Poland offers a stable legal environment, access to EU markets, and a skilled workforce. This article outlines the key legal and procedural steps involved in opening a branch of a foreign company in the Republic of Poland.

Opening a company branch in Poland requires a strong understanding of local legal requirements, translation rules, tax registrations, and administrative procedures. Many foreign entrepreneurs consider Poland due to its central location in Europe, well-developed infrastructure, competitive labor costs, and business-friendly regulatory environment.

Key Facts about Opening a Branch Office in Poland

Key Aspect	Explanation
Legal Form	A branch office is not a separate legal entity but an extension of a foreign company.
Governing Law	Regulated by the Act on Freedom of Business Activity, Polish Commercial Companies Code, and other applicable Polish regulations.
Legal Personality	No independent legal personality; operates under the identity of the foreign parent company.
Business Activities	May conduct the same business activities as the parent company, but within the territory of the Republic of Poland.
Name	Must use the original name of the foreign company with a translated addition: “oddział w Polsce”.
Branch’s representation	A parent company is obliged to appoint a person representing the foreign entrepreneur in the branch, this is the so-called Branch Manager.
Registration	Requires entry in the National Court Register (KRS).
Taxation	Subject to corporate income tax (CIT) and VAT registration if applicable.
Accounting	Subject to Polish accounting regulations. The accounting books must be conducted in a Polish language and in Polish currency. Once a year, the accounting books shall be submitted to the tax office in the form of SAF-T files along with the annual CIT return.
Language	Documents must be translated into Polish.
Address	The branch must maintain a registered office in Poland.

A branch office does not have independent legal standing; it acts as a direct extension of the foreign parent company, which remains fully liable for its activities. This makes it a simpler alternative to establishing a fully autonomous subsidiary like a limited liability company in Poland.

Step-by-Step Table: How to Open a Branch Office in Poland

Step	Action	Description
1	Decision by Parent Company	A board resolution authorizing the opening of a branch in Poland.
2	Appoint a Branch Representative	Designation of a person authorized to represent the branch.
3	Translation of Documents	Translation of incorporation documents and powers of attorney into Polish.
4	Address in Poland	Determination of the registered office in Poland.
5	Application to KRS	Submission of an application for branch registration to the company registrar.
6	Obtain NIP and REGON	After KRS (company registrar in Poland) registration, apply for registration for social security and other institution, if necessary.
7	Register for VAT	If applicable, register the branch for VAT.
8	Bank account	Opening a bank account in Poland is usually necessary for conducting full-scale business in Poland.
9	Commence Operations	Begin business activities in Poland under Polish law.

Detailed Process of Branch Office Registration

1. Decision by the Parent Company

The foreign parent company must pass a formal resolution to establish a branch office in Poland, defining the business scope of the branch, appointing a branch representative, and authorizing the preparation of required documents. A representative of a branch of a foreign entrepreneur may be a natural person residing in the Republic of Poland. The foreign entrepreneur reports the representative’s data to the court register.

2. Appointment of a Branch Representative

Each branch in Poland requires an official representative who acts on behalf of the company before the Polish tax office, public registries, and administrative bodies. Pursuant to art. 16 sec. 2 of the Act on the principles of participation of foreign entrepreneurs and other foreign persons in economic turnover on the territory of the Republic of Poland (Journal of Laws of 2023, item 680), “a representative of a branch of a foreign entrepreneur may be a natural person residing in the Republic of Poland. The foreign entrepreneur reports the representative’s data to the court register.”

3. Translation of Corporate Documents

A key requirement in the registration process is to ensure that all documentation from the foreign entrepreneur is properly translated into Polish. Certified translators must translate at least:

The foreign company’s Articles of Association;
Certificate of Incorporation;
Board resolution establishing the branch;
Document confirming the appointment of the Branch Representative
Consent of the Branch Representative to perform the function
Identity documentation of representatives.

4. Address in Poland

The branch must declare its seat in Poland. This address becomes its formal contact point and is required for legal notifications. It can be a physical office, a law firm address, or a virtual office with service provision. The last one option may, however, brings some difficulties in a VAT registration process.

5. Registration with the National Court Register (KRS)

The application to register the branch must be submitted to the appropriate District Court of the National Court Register (KRS / Krajowy Rejestr Sądowy). Documents must include:

Notarized and legalized parent company documents;
Resolution and appointment details;
Declaration of the branch address;
Document confirming the appointment of the Branch Representative
Consent of the Branch Representative to perform the function
Polish certified translations of documents in different than Polish languages
Court’s application forms.

6. Obtaining NIP and REGON

Once the KRS entry is made, the branch is registered automatically for:

NIP (Tax Identification Number) – required for tax settlements,
REGON (Statistical Number) – required for reporting to the Central Statistical Office (GUS).

7. VAT Registration

If the branch office in Poland intends to carry out taxable business activities, must analyze if it must register for VAT. If so, the branch must register for VAT with the appropriate tax office. VAT registration includes:

Submission of VAT-R form;
Presentation of rental agreements or ownership documents for the registered address;
Confirmation of bank account if needed.
Company documents and it’s Certified translations into Polish

8. Bank Account and Cashless Payment Obligations in Poland

Obligation to Have a Bank Account in Poland

While Polish law does not explicitly require a branch of a foreign company to open a bank account in Poland, in practice:

A Polish bank account is necessary for fulfilling tax obligations, including paying VAT, CIT, and ZUS (social security contributions) where applicable.
It is also often required to register for VAT purposes, as the tax office may request confirmation of a local bank account.
A local account facilitates payments to Polish contractors and employees, and compliance with split payment mechanism rules.

Cashless Payments – Legal Requirements

Under the Act on Entrepreneurs’ Law (Prawo przedsiębiorców), there is a legal obligation to make cashless payments between entrepreneurs when:

The value of a single transaction exceeds PLN 15,000 (even if split into parts);
This applies regardless of whether the transaction is conducted once or in several installments.

Legal basis: Art. 19 ust. 2 ustawy z dnia 6 marca 2018 r. – Prawo przedsiębiorców (Dz.U. z 2023 r. poz. 221)

Penalties for Cash Payments Above the Limit

If a business makes a payment in cash above the statutory limit:

The amount exceeding the limit cannot be recognized as a tax-deductible cost (CIT/PIT);
This may lead to increased tax liability for the branch or parent company;
Repeated violations may attract attention from tax authorities and trigger audits.

Practical Considerations

Requirement	Description
Local bank account	Highly recommended for all branches to comply with tax, accounting, and payment obligations
Mandatory cashless payment	Required for B2B payments > PLN 15,000 (gross)
Sanctions	No tax deduction for cash-paid amounts above threshold
VAT split payment	For selected sensitive goods/services, payment must be made using split payment to a dedicated VAT account

Establishing a Polish bank account is not only a practical business necessity but also a measure of compliance with Polish financial regulations that affect foreign entrepreneurs conducting business activities in Poland.

9. Starting Operations

Upon completing the above, the branch may commence business in Poland. It can open a local bank account, hire employees, and sign contracts, always acting on behalf of the foreign parent company.

Key Considerations

Legal and Regulatory

A branch in Poland is not considered a separate legal entity. Therefore, the foreign company bears full liability for actions of the branch. The branch must:

Act within the scope of parent company’s activities;
Comply with Polish tax regulations;
Keep separate books in line with Polish accounting rules;
Use the original name with “oddział w Polsce”.

Taxation

The branch is subject to Polish corporate income tax (CIT) on income earned in Poland. Tax must be calculated under Polish standards.

It must file:

Annual CIT returns (CIT-8);
Monthly/quarterly VAT returns;
Withholding tax declarations if applicable.

Advantages of Opening a Branch Office in Poland

Lower costs than full company incorporation;
No capital requirements;
Simpler structure for compliance;
Maintains brand identity with same name;
Facilitates entry into the Polish market quickly.

Limitations of a Branch Office

No legal personality – no independence;
Limited scope of activity –scope of activity – must object the business activity listed in a resolution on opening a barach office, usually it mirrors parent company’s objects;
More challenging to build local credit history or financing;
Dependent on the stability of the foreign entity.

Comparison: Branch Office vs Representative Office

Feature	Branch Office	Representative Office
Legal Personality	No	No
Activities	Commercial	Marketing & research only
Subject to Tax	Yes	No
Registration	KRS	Ministry of Development Register
Time Limit	Unlimited	Renewable every 2 years
May Employ	Yes	Yes (limited)

Links to Legal Sources and Resources

National Court Register (KRS)
Polish Tax Portal
Ministry of Economic Development and Technology
Central Statistical Office (GUS)
Polish Legal Acts
Polish VAT/GST tax

Relevant legal acts:

Ustawa o Krajowym Rejestrze Sądowym (Dz.U. 2023 poz. 685)
Ustawa o podatku dochodowym od osób prawnych (Dz.U. 2023 poz. 2805)
Kodeks spółek handlowych (Dz.U. 2024 poz. 540)

Q&A: Frequently Asked Questions

Q: How long does it take to register a branch office in Poland?

A: Approximately 4–6 weeks, assuming complete documentation and swift translation and tight cooperation.

Q: Is a branch allowed to issue invoices and sign contracts?

A: Yes. The branch can issue invoices, sign contracts, and hire staff.

Q: What if the parent company changes address or representative?

A: Such changes must be reported and updated in the company registrar (KRS).

Q: Can a branch own property in Poland?

A: Yes, but all assets are legally owned by the parent company.

Q: Does the branch require a local accountant or law firm?

A: Not mandatory, but advisable to ensure compliance with Polish regulations.

Q: Can a branch open a bank account in Poland?

A: Yes. Most banks require KRS confirmation, NIP, and identification of the representative.

Q: Is a branch a better option than a limited liability company?

A: It depends. A branch is easier to set up and manage but offers less independence and limited liability protection.

Q: How is the income of a branch taxed?

A: The branch must pay CIT on income earned in Poland. Transfer pricing rules and analyses may apply.

Q: Do we need to translate all documents for KRS?

A: Yes. All foreign-language documents must be translated into Polish by a certified translator.

Need assistance with registering a branch in Poland?

Contact INTERTAX to ensure full compliance with the registration procedure, tax regulations, and corporate governance obligations.