Opening representative office in Poland

A foreign entrepreneur may set up a representative office in Poland . A representative office is a specific entity which operates for and on behalf of the foreign entrepreneur within the territory of Poland and is a part of the organizational and functional structure of the parent company.

From the legal perspective, a representative office set up by a foreign entrepreneur is an entity which activity consists of advertising and promoting the business of the foreign entrepreneur. A representative office doesn’t carry out commercial activity. Its operations may cover solely promotion of products, market research, running a showroom for product exhibition, making contacts with clients, monitoring execution of contracts.

The foreign entrepreneur running in Poland a representative office is responsible for the activities of the representation office before the third parties and the profits generated in Poland (if any) are the profits generated by the foreign company. In order to set up a representative office, the relevant application for registration should be made in Polish and specify:
 
  • the name, registered seat and legal status of the foreign entrepreneur setting up a representative office,
  • the scope of activity of the foreign entrepreneur’s company setting up a representative office,
  • the first name, surname and address in Poland of a person authorized to represent the foreign entrepreneur in a representative office,
  • the address of a representative office in Poland. 
Moreover, the following documents should be attached to the application:
 
  • the founding deed (articles of association, statutes) of the foreign entrepreneur  (if the foreign entrepreneur operates upon such founding document),
  • an excerpt from a Commercial Register or equivalent thereof, (if the foreign entrepreneur operates upon such founding document),
  • a statement from the foreign entrepreneur concerning the establishment of a representative office in Poland,
  • document confirming that the foreign entrepreneur has a legal title to  premises or  a real  estate in which activity of the representative office is to be  carried out.
The documents in foreign language should be submitted together with their sworn translation into Polish and such requirement arises from Article 27 of the Constitution of the Republic of Poland which provides that Polish is the official language in Poland.

The requirement to disclose information on the objects of business activity helps determine whether the advertising and promotional activities that a representative office intends to carry out indeed correspond to the foreign company’s business activity. Although the law does not determine how detailed the description of the scope of business activity ought to be, the expectation is that it shall be detailed enough to allow the registration authorities to verify the application.

The setting up of a representative office requires entry in the Register of the Representative Office of Foreign Entrepreneurs, which is kept by the Minister of the Economy. If the application is positively considered, a certificate of registration is issued.

An application can be rejected on the following grounds:
 
  • the existence of a representative office would pose a threat to national security and defense or to a State secret or to any other important public interest,
  • the application for registration corresponds to activities which exceed the scope of advertising and promotion of the foreign entrepreneur , or has defects that have not been remedied within the set time limit, or lacks required documentation.
The fee (stamp duty) for application related to registration of a representative office amounts to pprox. 6700 PLN.

A foreign entrepreneur who a established representative office is obligated to:
 
  • use the name of the foreign entrepreneur in the language of the 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 the phrase "przedstawicielstwo w Polsce";
  • keep separate accounts for the branch in Polish in accordance with the accounting regulations binding in Poland;
  • notify the Minister of the Economy of any factual and legal changes concerning data included in the application, as well as of the commencement and termination of any proceedings related to the winding up of the foreign entrepreneur’s company, etc., no later than 14 days from the time upon which such events take place.
The Minister of Economy may prohibit the foreign entrepreneur from carrying out activity through a representative office if: 
 
  • a representative office has committed a gross violation of Polish law or fails to perform its obligations arising from the provisions of the law;
  • wind-up proceedings concerning the foreign entrepreneur’s company have started or he lost the right to conduct business activity in the country of origin;
  • activities of the foreign entrepreneur pose a threat to national security and defense or to a State secret or to any other important public interest.
Our support 

If you are thinking of opening representative office in Poland please contact us. We will provide you with all the information you need and the necessary assistance.