Branch Registration in Poland - Establish branch in Poland
Contributed by LF LEGAL
21 December, 2017
Branch Registration in Poland – Establish branch in Poland
Branch of a foreign company in Poland
The basic principles of opening and operating a branch of a foreign entrepreneur in Poland are laid down in Art. 85-92 of of the Act of 2 July 2004 on Freedom of Economic Activity.
With the purpose to exercise a business activity in Poland, foreign entrepreneurs may, by way of reciprocity, if ratified international agreements do not provide otherwise, establish branches in Poland. This means that foreign companies may open branches in Poland, provided that the domestic law of the country of registration of a foreign company confer similar rights on Polish entrepreneurs willing to start business in that country (principle of reciprocity). The requirement of reciprocity however, does not apply to companies from Member States of the European Union, the European Economic Area, as well as from other countries which can benefit from an EU principle of freedom of establishment. Entrepreneurs from these countries can register a branch in Poland without any additional restrictions, which results from the very essence of the EU Treaty principle of freedom of establishment. Thus, for example, the following structures are acceptable:
- Company in Germany in Poland
- Company in UKbranch in Poland
- Company in Cyprus branch in Poland
- Company in Malta branch in Poland
How to establish branch Â in Poland
A foreign company, in order to register a branch in Poland, must have the right to use a premise that is the registered office of a branch on the territory of Poland, such as lease agreement, or virtual office agreement.
Additionally, it is necessary to appoint a representative authorized to act on behalf of a foreign company in Polish branch. This person is not required to have Polish citizenship, only an address on the territory of Poland. This address may be the same as the branch address.
Opening branch in Poland requires obtaining entry into the register of entrepreneurs of the National Court Register (KRS) . An application for entry of a foreign company's branch to the National Court Register is made on official forms in writing. Online registration is not possible. The forms are available only in Polish.Â
In addition, the following documents need to beattached to the application for branch registration:
- Name and address in Poland of the person authorized in the branch to represent the foreign entrepreneur; This person is not required to hold Polish citizenship, only an address in the territory of the Republic of Poland.
- Notarisedspecimen signature of the person. Signature can be made before both Polish and foreign notary. If it is made abroad, certified translation into Polish made by Polish sworn translator is required.
- Deed of foundation, Articles of Association or statute with a certified translation to Polish language (if the foreign entity acts on the basis of this type of document ).
In practice, such documents appear in different countries under different names and in various forms (notarial deed, ordinary written form, electronic form). For example – for the Czech s.r.o. company, the document is called "ZakladatelskÃ¡ listina spoleÄnosti s ruÄenÃm omezenÃ½m"and is in the form of a notarial deed, for the UK LTD company - "Memorandum and Articles of Association "- electronic form, for the Bulgarian EOOD company – УЧРЕДИТЕЛЕН АКТ, ordinary written form.
- An extract from the register to which the foreign entity is entered with a certified translation into Polish ( if the foreign entity exists or performs its activity on the basis of an entry to register).
Obtaining such document is usually not a problem in countries based on the continental model of companies (Poland, Germany, Italy, Slovakia, Hungary, Bulgaria and most other European countries). For example, in the Czech Republic this document is called "VÃ½pis z obchodnÃho rejstÅÃku". However, in countries based on the Anglo-Saxon legal system (eg Great Britain, Cyprus, Malta, United States, most tax havens), there is usually no specific document that is a copy of the register. Therefore, depending on the circumstances (country, type of company, date of first registration of the company, etc.), you will need to obtain one or more documents, such as Certificate of Good Standing, Certificate of Incumbency, Certificate of Registration, Register of Directors, Register of Shareholders, etc. For example, for UK LTD companies, Polish courts generally accept the " Certificate of Good Standing", provided it includes a broad range of data (name, directors, shareholders, capital, address of the company).
Costs of registering a branch of a foreign company
The court fee from the application for registration of a branch of a foreign entrepreneur is PLN 500. Fee for advertising in Commercial Gazette – PLN 100. In addition, it is necessary to incur the costs of sworn translations of foreign language documents. These costs usually range from PLN 300-600. However, if the company documents are expanded or the company is registered in a country whose language is not very popular (eg a company in Estonia), the costs may be higher.
For more information please visit LF LEGAL website:
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