Branch Registration

How to register a branch in Poland?

When foreign investors consider entering the Polish market, the key strategic question is the appropriate business form. For many international companies, operating through an extension of an existing structure may be more efficient than incorporating a new local company.

Opening a branch in Poland

A foreign company in Poland may either establish a locally incorporated entity or operate through an organisational extension of the parent entity. This model allows the foreign parent company retains direct control while entering a new jurisdiction without creating a separate corporate body.

This structure is frequently chosen by businesses seeking flexibility when assessing local market conditions.

Branch office as a legal structure

A branch office is an organisational unit of a foreign entity, operating within the same scope as abroad. It does not have separate legal entity, meaning that all business operations are legally attributed to the foreign undertaking.

Consequently, contracts are executed in the name of the foreign company and parent company liability remains unlimited.

Branch registration in Poland – key facts

Aspect	Branch in Poland
Time required to register	2 weeks – 2 months
Register	Corporate register – KRS
separate legal personality	No
Minimum share capital	None
Accounting	Polish Accounting Standards
Reporting	Annual financial statements
Taxes	Subject to taxation in Poland
Local bank account	Not mandatory, but recommended
Registration numbers	KRS, REGON, Polish tax identification number (NIP), VAT (if applicable)

Foreign entrepreneur and business activities

A foreign entrepreneur may establish a branch depending on its origin. Entrepreneurs from the European Union and EFTA may operate freely, while entities from other jurisdictions must satisfy reciprocity conditions applicable in their foreign company’s country.

The scope of business activities is strictly limited to those already carried out by the mother company and verified during the registration process.

Foreign company’s branch – registration procedure in Poland

The foreign company’s branch must be registered in the Polish company register, maintained by the district court acting as the Polish National Court Register. Although the procedure is formalised, in practice its efficiency depends on correct preparation of corporate documentation and translations.

Phase 1 – Corporate decision at parent company level

The registration process begins outside Poland. The foreign company must adopt a formal corporate resolution establishing a branch and defining its scope of activity in Poland.

This typically includes:

• a resolution of shareholders or the management board,
• decision on the establishment of a branch in Poland,
• appointment of a person authorized to represent the branch,
• authorisation for local advisors or attorneys.

In certain jurisdictions, additional notifications to the home register may be required following Polish registration.

Phase 2 – Preparation of corporate documents and translations

The next stage involves preparing a complete corporate documentation set. Polish courts carefully verify these documents during registration.

Required documents usually include:

• foreign company’s articles or equivalent constitutional documents,
• excerpts from the foreign commercial register,
• corporate resolutions concerning the branch.

All such documents must:

• be translated into the Polish language by a sworn translator,
• be legalised or provided with an apostille, if required.

Incomplete or inconsistent documentation is the most common cause of delays.

Phase 3 – Appointment of branch representative

Each branch must appoint a representative entered into the Polish register.

Key rules:

• no nationality or residence restrictions apply,
• a foreign director may act as representative,
• the role involves not only representation but also compliance and reporting duties.

The representative is the main point of contact with Polish authorities.

Phase 4 – Filing with the Polish National Court Register

The application for registration is submitted electronically to the Polish National Court Register.

The filing includes:

• data of the foreign undertaking,
• details of the branch address and scope of activity,
• information on the representative,
• uploaded corporate documents and sworn translations.

Processing time typically ranges from 2 weeks to 2 months, depending on court workload and document quality.

Phase 5 – Post-registration compliance and launch of operations

Once the branch is registered, it may legally commence activity, but several administrative steps are required before full operation.

Post-registration checklist

• obtain a Polish tax identification number,
• register with the Social Insurance Institution as an employer,
• arrange accounting and payroll services,
• notify the tax office of commencement of activity,
• register for VAT if applicable,
• consider opening a local bank account.

Only after completing these steps is the branch fully operational from a regulatory standpoint.

Company branch – ongoing compliance

Once the company branch is operational, it becomes subject to Polish regulations applicable to locally registered companies.

The branch must:

• comply with Polish tax laws and local tax regulations,
• keep and maintain accounting records,
• prepare and file annual financial statements.

Under Polish tax law, the branch is subject to limited tax obligation, meaning taxation applies only to income generated in Poland.

Foreign investment – branch vs alternative structures

Branch vs representative office

Criterion	Branch	Representative office
Registration	KRS	Register of the Minister
Permitted activity	Full operational activity	Advertising only
Transformation into company	Not possible	Not possible
Reporting	Required	Required

Branch vs subsidiary

Feature	Branch	Polish subsidiary
separate legal personality	No	Yes
Liability	Unlimited	Limited
Capital	None	Statutory minimum
Maintenance costs	Comparable	Comparable

A branch cannot be transformed into a subsidiary under Polish law.

Employment of Employees by a Branch in Poland

A company in Poland operating through a branch may employ individuals locally. Where the branch hires employees, employment relationships must comply with Polish labor laws, including registration with ZUS and adherence to regulations applicable to Polish citizens and foreign nationals.

Practical perspective for foreign companies

For many investors, a branch offers access to a strategic location and supports foreign investment without the need to establish a separate legal structure. However, the absence of liability separation requires careful planning.

Engaging a Polish law firm providing specialised legal services helps ensure compliance with Polish practice.

FAQ – branch in Poland

Is a Polish branch considered an independent business entity?

No, a polish branch is not an independent business entity, but rather an organisational part of a foreign undertaking.

How does a branch differ from a Polish limited liability company or joint stock company?

Unlike a polish limited liability company or a joint stock company, a branch does not have its own legal personality and does not operate as a standalone company under Polish law.

Can a foreign company freely choose the legal form for its operations in Poland?

Yes, a foreign company may choose the appropriate legal form, but the decision should reflect liability exposure, regulatory requirements and long-term plans.

Do international agreements affect branch operations in Poland?

Yes, certain international agreements may influence market access, tax treatment or regulatory conditions applicable to foreign businesses operating in Poland.

Is the branch allowed to carry out any type of activity?

No, the branch’s business scope is limited to activities already performed by the foreign undertaking abroad.

Can a branch freely conduct business activity in Poland?

A branch may engage in conducting business activity only within the scope registered and approved during the registration process.