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A branch office of a foreign enterprise does not have separate legal personality or legal capacity (what is legal capacity?),

Who can set up a branch office of a foreign enterprise?

Foreign entrepreneurs may set up branch offices with a seat in Poland in order to conduct business activity in Poland.

The procedure of setting up a branch office of a foreign enterprise

The possibility of opening a branch office of an enterprise in Poland by a foreign entrepreneur depends on whether international agreements grant similar rights to Polish entrepreneurs abroad (in the country where the foreign entrepreneur is established - the principle of reciprocity), as well as whether international agreements ratified by Poland do not stipulate otherwise. Therefore, prior to the commencement of such a form of economic activity, the entrepreneur needs to ensure whether he is authorized to set up branches in Poland. This information can be obtained in the Chamber of Commerce in the country of origin of the foreign enterprise.

A branch office can take up business activity after being entered in the National Court Register (KRS) (What is the National Court Register?->) A foreign entrepreneur’s branch office shall be registered by filing a registration application form KRS-W10, to which official forms required for registration of the relevant legal form of the enterprise shall be attached. These will be – in each case – the forms:

 

  • KRS-WK  with data of persons authorized to represent the foreign entrepreneur (also members of a supervisory body if one has been appointed) and
  • KRS-WM - describing the scope of activity of the branch office.

The following information also has to be provided in order to register a foreign branch office in Poland (on a KRS-WJ form):

  1. the place of conducting business activity and the address of the branch office
  2. the names and addresses of members of the Management Board of the foreign enterprise, as well as names and addresses of members of the Supervisory Board, if one has been appointed
  3. personal data (personal identification number PESEL), the address in Poland and the position of the person appointed to represent the foreign enterprise in the Polish branch office (i.e. holder of general power of attorney)
  4. the scope of activity performed by the branch office, in accordance with the Polish Classification of Economic Activity (an equivalent of the European Classification NACE) – the scope of activity of a branch office may not be broader than the scope of activity of the foreign enterprise; it may, however, be narrower.

The stamp duty for the entry amounts to PLN 500.

Taxes

A branch office of a foreign enterprise in Poland is subject to a limited tax liability. This means that the entity pays  corporate income tax (CIT) in Poland only on the revenues generated on its territory. Foreign entities in Poland do not pay tax on revenues coming from sources outside the country (e.g. on a service rendered abroad).

Entrepreneur’s liability

The founder (foreign entrepreneur) shall bear full liability.

Foreigners who can set up a branch office of a foreign enterprise

Those who in Poland hold:

  1. permanent residence permit;
  2. residence permit for a long-term EU resident;
  3. temporary residence permit granted to a family member of a foreigner for the purpose of uniting with the family (who is considered to be the member of a foreigner’s family?);
  4. temporary residence permit granted on the basis of a long-term EU resident permit, by a Member State of the EU other than Poland, if such a person justifies his residence in Poland;
  5. temporary residence permit granted to a foreigner’s family member (who is considered to be a foreigner’s family member?), who holds a long-term EU resident permit granted by another state than Poland and who justifies his residence in Poland, provided that such a family member resided with the foreigner on the territory of another EU Member State and would like to accompany him or reunite with him in Poland;
  6. temporary residence permit granted for the purpose of taking up or continuing intramural university studies or intramural doctoral studies in Poland;
  7. temporary residence permit and is married to a Polish citizen residing on the territory of Poland;

    Note: Spouses of Polish citizens have the right to conduct business activity based on the fact of concluding a marriage as long as the basis of their residence is a residence permit.

  8. supplementary protection;
  9. permit for tolerated stay;
  10. enjoy temporary protection in Poland;
  11. a valid Pole’s Card.
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