Setting a company branch in Poland

Branch

To start running a business on the territory of the Republic of Poland, an entrepreneur can establish a branch of his or her enterprise. In this text some basic information has been presented. It considers such information as how, what time and which sum of money is needed to open a branch.

A foreign entrepreneur is able to start running a business within the branch after receiving a registration of the branch in the National Court Register. Establishing a branch, the foreign entrepreneur is obliged to appoint a person entitled to represent the foreign entrepreneur in this branch. ATTENTION!!! Branches of foreign entrepreneurs can be conducted only to the extent of the object of economic activity run by the foreign entrepreneur. A branch of foreign business is subject to its entry in the National Court Register and is founded with its entering in this register.
In order to apply for the entry of a branch, a foreign entrepreneur is obliged to collect the following documents and obtain certain information:
a) name and surname as well as address of a person entitled to represent a foreign entrepreneur in the branch
b) a legally certified (by a notary) specimen signature of a person entitled to represent a foreign entrepreneur in the branch
c) if a foreign entrepreneur exists or runs a business on the basis of entry in the register, a copy of entry of the branch in the register together with its certified translation into Polish should be submitted to the register acts
d) if a foreign entrepreneur acts on the basis of a foundation act, agreement or Articles of Association – their copies together with their certified translations into Polish should be submitted to the register acts
e) a document proving registration in the court (amounts to 1000 pln) and fees for declaring a registration in the Court and Economic Monitor (500 pln) should be added to the application.
f) application for entry to the REGON state statistical number – RG-1 and RG-RD form
g) application for NIP (tax identification number) – NIP-2 form. If a foreign entrepreneur has no NIP number (tax identification number) given (because the registration of a branch for tax purposes means only registration of a foreign entrepreneur as a taxpayer). If in the branch of a foreign entrepreneur employees are given job in Poland, then the branch will be given a different NIP number in order to account to the Social Insurance Institution and to the Inland Revenue Office.

Application of a branch should be done on official forms.
The process of registering a branch of a foreign entrepreneur lasts 2-4 weeks from the date of submitting an application for entering a branch.

According to the Art. 5 point 4 of the Act on Freedom of Business Activity, a branch is a separate and organizationally independent part of a business activity being run by an entrepreneur beyond his or her seat or beyond its main place where a business activity is run. This notion is also applied while defining a character of a foreign entrepreneur’s branch. In accordance with the law, a branch of a foreign entrepreneur is understood as an organizational-legal form of business activity by which a foreign entrepreneur runs a business beyond his or her seat. It is also considered that a branch of a foreign entrepreneur has no legal personality.
A foreign entrepreneur can establish one or more branches on the territory of the Republic of Poland. Extent of business activity of a branch cannot exceed the extent of a foreign entrepreneur’s business activity. In order to open a branch, we must appoint a person entitled to represent the entrepreneur in the branch.

Additionally, before running a business, a branch must be registered in the National Court Register. As in the case of representation, the name of a branch must comprise the original name of a foreign entrepreneur and the name of a legal form translated into Polish together with the following words: oddział w Polsce. Crucial is also the fact that a foreign entrepreneur bears responsibility for debts of a branch with all his or her assets, unlimited.

There must be separate bookkeeping.