2017-12-11
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:
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.
In addition, the following documents need to be attached to the application for branch registration:
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 " Zakladatelská listina společnosti s ručením omezeným " 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 - УЧРЕДИТЕЛЕНАКТ , ordinary written form.
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 " Výpis z obchodního rejstříku ". 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).
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.