31.01.2013 - Establishing a Representative Office in Poland

Representative office is a form of business activity designated along with branch office exclusively for foreign entrepreneurs. It has no legal personality and the scope of activity it may conduct is restricted only to promotion and advertising of foreign entrepreneur, therefore it may not trade. A representative office operates on behalf of the business of the foreign entity in Poland and is a part of the organisational and functional structure of its business.

Rights and duties of representative offices in Poland are defined in the Act of 2 July 2004 on freedom of economic activity (Journal of Laws, 6 August 2004), Chapter 6, Articles 93-102.

In order to establish a representative office it needs to be entered into the Register of Representative Offices conducted by the Minister of Economy, who to some extent maintains supervision over them in Poland. At present, the cost of registering a representative office in the Register of Representative Offices is 1000 PLN

An application for a registration should be made in Polish and according to article 97 of the Act of Economic Freedom it should specify:

• the name of a foreign entrepreneur’s business activity, its office address and legal status,
• business objectives of a foreign entrepreneur,
• first name, surname and address in Poland of a person authorized to represent a foreign entrepreneur in a representative office,
• an address of a representative office in Poland.

Following documents with sworn translation into Polish should be attached to an application referring to above:

• a founding deed (articles of association, statutes) of a foreign entrepreneur,
• an excerpt from the Commercial Register or equivalent thereof,
• a statement from a foreign entrepreneur concerning establishment of a representative office in Poland,
• a document approving right for the estate in which activity will be held.

A foreign entrepreneur who established a representative office in Poland is obliged to:

• use name of a foreign entrepreneur in a language of a country in which his or her registered office is located, together with a Polish translation of the name of the economic entrepreneur's legal form and a phrase "przedstawicielstwo w Polsce",
• keep separate books in accordance with provisions of laws on accountancy,
• notify the Minister of Economy of any factual and legal changes concerning data included in article 97 of the Act of Economic Freedom, in the application of the foreign entrepreneur and in his/her statement concerning the extent to which the share capital has been financed by contributions, as well as of the commencement and termination of any proceedings conducted to wind-up the business of the foreign entrepreneur and of the forfeiture of his right to conduct business activity or possess property, no later than 14 days from the time upon which such events take place.

Representative office is a form of activity designed for foreign entrepreneurs who don't conduct their activity in Poland but in the course of their business they intend to attract Polish companies or plan on strengthening their brand in Poland prior to entering into Polish market.

Sources:

Investor Assistance Center Kujawsko-Pomorskie Region

Wieszjak.pl

Doing Business in Poland by Baker Tilly International