- Business in Poland -

Branch and Representative Office of a foreign entrepreneur in Poland

Business forms available to foreign entrepreneurs in Poland

Foreign entrepreneurs intending to conduct business activities within the territory of the Republic of Poland may operate—within the limits set by the Act of 6 March 2018 on the Rules for the Participation of Foreign Entrepreneurs and Other Foreign Persons in Trade within the Territory of the Republic of Poland—in one of the organizational forms provided for by law: a branch or a representative office.

Conditions for establishing a branch or Representative Office in Poland

This entitlement is available to entrepreneurs based in Member States of the European Union or the European Economic Area. For entities from outside these jurisdictions, the possibility of establishing a branch or representative office depends on the existence of a ratified international agreement to which the Republic of Poland is a party, and which establishes the principle of reciprocity in conducting business activities.

What is a Branch of a foreign entrepreneur in Poland?

A branch is an organizationally separated part of a foreign enterprise, but it does not have separate legal personality. Although it is registered in the National Court Register (Krajowy Rejestr Sądowy), it does not acquire legal personality or legal capacity. As a result, any legal consequences of its actions are directly attributed to the foreign entrepreneur. A branch also lacks procedural capacity, unless the case concerns labor law matters—in such cases, the branch may act as a party to the proceedings.

Scope of activities permitted for a Branch in Poland

The branch's scope of activities must strictly reflect the business actually carried out by the foreign entrepreneur in its home jurisdiction. This means the branch may not expand its operations beyond the foreign entity’s original business scope.

What is a Representative Office of a foreign entrepreneur?

In contrast, a representative office of a foreign entrepreneur may only carry out promotional and advertising activities. It is registered by the minister competent for economic affairs. The registration of a representative office is granted for a limited period—up to two years—though it may be extended upon request. Like a branch, a representative office is not a separate legal entity, and its operations are subject to close administrative oversight.

Requirements for appointing a representative in Poland

In both cases—whether establishing a branch or a representative office—the foreign entrepreneur must appoint a person authorized to represent it within the territory of the Republic of Poland. The law does not impose specific requirements regarding the nationality, place of residence, or Polish language skills of the appointed representative. This person may act individually or as part of a group. The power of attorney should be granted in writing for evidentiary purposes.

Legal and tax obligations of foreign entrepreneurs operating a Branch

Additionally, in order to effectively launch branch operations, the foreign entrepreneur must hold a legal title to the premises where the branch will operate. This may include the use of a so-called virtual office. Once the branch is registered, the entrepreneur must fulfill obligations towards the tax authorities, such as obtaining a tax identification number (NIP), registering for VAT if necessary, and registering as a social security contribution payer.