Opening a branch office in Poland

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General information

Foreign entrepreneurs could carry out business activity through a subsidiary of the parent company or through a branch of a foreign company in Poland. A branch of a foreign company in Poland constitutes, organizationally and financially, an independent part of the economic activity carried out by a foreign entity on the territory of Poland. A foreign entrepreneur establishing a branch may perform business activity only within the scope of activity which is carried out by the “parent” entity in the country of origin.

The branch becomes operational when it has been registered in the National Court Register.

A foreign entrepreneur who establishes a branch is obliged to appoint an individual who will be authorized to represent the foreign entrepreneur. Moreover, the foreign entrepreneur is obliged to:
 
  • use the original name of the foreign entity along with the name of the foreign entity legal form translated into Polish (usually sp. z o.o. standing for a limited liability company) and the words "branch in Poland" (“oddział w Polsce”);
  • keep separate accounts for the branch in Polish in accordance with the accounting regulations binding in Poland;
  • report to the relevant minister in charge of the economy any changes in the factual and legal situation, e.g. in a situation when the liquidation of a foreign entrepreneur was opened or the entrepreneur lost the right to run a business.
Foreign entrepreneurs from the EU or EFTA member states may establish branches of their foreign entities in Poland under the same conditions as the Polish citizens/Poland based business. However, foreign entrepreneurs from the non-EU or non-EFTA member states may only open their own branch only when their state of origin applies reciprocity procedure, that is when a Polish company is allowed to open its branch in the foreign entrepreneur's country of origin. 

The branch is entitled to perform business activity only within the scope of the foreign entrepreneur's business, then during the process of registration of the branch of foreign company, the subject of the foreign company's business activity is examined. In order to confirm the scope of activity, the articles of association of a foreign company with a sworn translation into Polish shall be attached to the registration form to allow the National Register Court to verify the scope of foreign entity's activity.

Setup 

In order to open a branch office in Poland of a foreign entrepreneur in Poland the following documents are required:
 
  • decision of the foreign entrepreneur’s relevant body (the Management Board, Shareholders Meeting, etc. depending on the regulations of the country of origin) on establishing a branch and its place of business;
  • decision on appointment of the natural person (Polish or foreign) representing the foreign entrepreneur in the branch;
  • certified copy of the Articles of Association of the foreign entrepreneur with its sworn translation into Polish;
  • excerpt from the relevant register of the foreign entrepreneur with its sworn translation;
  • relevant documents confirming the reciprocity between the country of origin (in the case of non EU and non EFTA countries) and Poland (within the EU, the reciprocity results from the EC Treaty).
Legal and tax status

A branch has no legal personality under civil law. It is only a separate organizational and financial unit of a foreign entrepreneur carrying out a business activity in Poland. Because the branch of a foreign company in Poland has no legal personality, it may not act independently in economic relationships. For instance, the foreign entrepreneur’s branch in Poland when issuing or receiving the invoices shall use the branch’s address but the parent company’s tax identification number.

However, if the branch hires employees in Poland then it is obliged to apply for Polish tax identification number for employees’ tax (PIT) purposes.

As for the corporate tax, the branch of a foreign entrepreneur in Poland is subject to corporate income tax only on income allocated to the branch. The tax status of the branch shall be assessed within the meaning of the OECD Model Convention for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and on capital gains (hereinafter: DTA). CIT regime should be based on the art. 7 of DTA. According to art. 7 par. 2 DTA (English language version): where an enterprise of a Contracting State carries on business in the other Contracting State through a permanent establishment situated therein, there shall in each Contracting State be attributed to that permanent establishment the profits which it might be expected to make if it were a distinct and separate enterprise engaged in the same or similar activities under the same or similar conditions and dealing wholly independently with the enterprise of which it is a permanent establishment.

Practical impact:
 
  • the foreign company and the branch shall not be treated as the separate taxpayers since the Branch constitute only separate, organizational unit of the Company; even if the Branch participates in transactions, only the Company is treated as the party of these transactions and as taxpayer;
  • mutual settlements/transfers of funds between the foreign company and the branch do not generate taxable revenue or tax deductible cost of the branch; the transfers should be treated only as internal settlements within the same entity;
  • the branch shall tax the profits (income) on the level which could be generated by an independent entity dealing with the foreign company;
  • the income of the branch shall be reduced by expenses incurred for the purposes of the branch, including management and administrative expenses;
  • the appropriate functions and risks shall be attributed to the branch;
  • the benchmarking analysis is required to attribute to the Branch the correct amount of profit according to the applicable method of its calculation.
If the branch does not calculate the income tax on the basis of benchmark analysis, describing the functions and risks assigned to the branch and indicate the appropriate method of calculating the profit, then in the case of a tax audit, tax authorities may prepare their own analysis and indicate the tax liability for the period under analysis, as well as for previous years.

Our support 

If you are thinking of opening a branch office in Poland please contact us. We will provide you with all the information you need and help you start a business in Poland efficiently and in accordance in Polish law regulations.