31.01.2013 - Establishing a Branch Office in Poland

Branch is singled out, organizationally independent part of economic activity handled out of the main place of activity. Branch has certain capital at its disposal which is owned by a company in the country of origin, where its headquarter is located. It has a network of costumers. The main characteristic of a branch is that it does not have separate legal personality, in that reason the subject of all rights and duties is a foreign businessman.

A foreign businessman i.e. foreign person running economic activity abroad must grant duties defined in the Act of 2 July 2004 on freedom of economic activity (Journal of Laws, 6 August 2004). The details on establishing and running a branch office are presented in the Chapter 6 of the aforementioned Act.

Entrepreneur, who opens in Poland branch of his company is obligated to:

Use name of a foreign entrepreneur in language of a country in which his registered office is located, together with Polish translation of an entrepreneur's legal form of operating and with a phrase "oddział w Polsce"

Therefore, a branch office of the “ABC s.r.l.” in Italy will function in Poland under the name “ABC sp. z o. o. oddział w Polsce”.

Keep separate books in Polish in accordance with the provisions of Polish accountancy laws

Branch office must have a separate accounting from the parent and it is to some extent additionally supervised by the Minister of Economy. The branch office must comply with tax and other laws applicable in Polish entities.

The tax rate of income (CIT – corporate income tax) derived by a foreign corporation from a branch located in Poland is the same as for Polish entities (19%) and is among the most inexpensive tax rates in Europe.

Establish constituent person in branch for its representing according to article 87 of the Economic Freedom Act

Operation of person authorized in borders of fixing will draw legal results directly for main headquarter. Obligation for representation of a foreign businessman in a branch should be understood as representation in relation of internal departments as well as external i.e. in relations between a branch and an employee and costumers. A foreign businessman to limit entitlements of representation in a branch should predetermine in authorization in which cases person cannot represent him.

Lead economic activity in the form of a branch only in a range of activity of foreign businessmen, so according to his activity in a range of object of operation of a foreign businessman according to activity lead in mother enterprise exclusively

In other words, the branch office’s activity may not be conducted in broader scope than of the parent company.

Get registration of a branch for register of entrepreneurs in the National Court Register (KRS – Krajowy Rejestr Sądowy)

A foreign businessman is obligated to:

• give name, surname and Polish address of a person in a branch who is obligated to represent a foreign businessman,
• enclose certificated notarially exemplar of a signature of a person, who is authorized for representation in a branch,
• if he or she operates pursuant to a founding deed, the articles of association or a statute, it must be placed in the registration files of a branch office together with a sworn translation into Polish,
• if he or she exists or operates pursuant to an entry in a commercial register in the country in which that business is registered - the entrepreneur must place an excerpt from such a register together with its sworn translation into Polish in the registration files of the Polish branch office.

In practice, the registration of a branch office takes six to seven weeks. The branch can start its activity right after it has been registered in the National Court Registry.

Notify the Minister of Economy of any factual and legal changes, such as winding-up of a foreign operator establishing a branch office or forfeiture of his right to conduct business activity or possess property, within 14 days following occurrence of such changes

Advantages:

• capability of utilization a foreign organizational form ( i.e. a foreign company) in Poland,
• keeping continuity and legal identities of companies,
• capability of association of a company by trade partners and the costumers through duty of usage in name of a branch original name of a foreign entrepreneur,
• lower costs of establishing a branch office in comparison to a new company (no need for initial capital i.e. at least 5.000 PLN for a limited liability company and 100.000 PLN for a joint stock company). At present, the cost of registering a branch office in the National Court Registry is 600 PLN, that is to say approx. €144 (1 = 4,17 PLN, according to NBP – National Polish Bank, February 5th, 2013),
• lack of costs related to composition of an establishing act i.e. memoranda of partnership and notary related costs,
• lack of duty of following company law regulations obligating in a country in which a branch was established.

Restrictions:

• unlimited liability of a foreign company by whole property for obligations of a branch,
• the scope of business limited strictly to the parent company activities.

Sources:

Investor Assistance Center Kujawsko-Pomorskie Region

Rzeczpospolita.pl

Your Europe

Doing Business in Poland by Baker Tilly International

Poland Tax Guide 2012