Pursuant to Article 85 Section 1 of the Law of 2 July 2004 on Freedom of Business Activity, in order to conduct a business activity in the Republic of Poland, foreign entrepreneurs may, on reciprocity basis, establish branches with registered office in Poland, unless ratified international treaties provide otherwise.
It should be borne in mind that a foreign entrepreneur setting up a branch in Poland:
- may conduct business activity exclusively within the scope of business of the foreign entrepreneur; and
- is obliged to appoint a person in the branch authorised to represent the foreign entrepreneur.
In order to establish a branch, a foreign entrepreneur is obliged to:
- register the branch in the register of entrepreneurs in the National Court Register;
- announce the existence of the branch in the official journal („Monitor Sądowy i Gospodarczy”);
- register the branch in the relevant Statistical Office (and obtain a statistical number – REGON);
- open a bank account;
- notify commencement of the business activities to the competent Tax Office (obtain a tax identification number NIP) before the first VAT-able transaction is made or first CIT return should be made;
- register for VAT purposes;
- notify commencement of the business activities to the relevant Labour and Sanitary Inspectors – in 30 days from the date of commencement of the branch’s activity
A foreign entrepreneur who sets up a branch is obliged to:
- use, for marking the branch, the original name of the foreign entrepreneur together with the legal form of the entrepreneur translated into Polish and with additional words „oddział w Polsce” (branch in Poland);
- maintain a separate accountancy for the branch, in Polish and in accordance with accounting regulations; and
- notify the minister competent for economy of any changes in the factual and legal status of circumstances referred to in Article 91 Section 1 Item 2 of the Law on Freedom of Business Activity, within 14 days of their occurrence.
In addition to branches, foreign entrepreneurs may establish representative offices with registered office in the Republic of Poland. The scope of operations of a representative office may include exclusively advertising and promotion of the foreign entrepreneur. The establishment of a representative office requires an entry in the register of representative offices of foreign entrepreneurs maintained by the minister competent for economy.
Irrespective of branches and representative offices, foreign entrepreneurs may set up separate companies in Poland.
Warsaw 2006-06-06 Skarbiec Law Firm
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