Strona Kancelarii » Branch of a Foreign Limited Liability Company in Poland

Establishing a branch is the simplest way to enter the Polish market without incorporating a separate Polish company. Below is a practical guide to the statutory requirements.

What is a branch of a foreign entrepreneur?

A branch is an organizationally separated and self-contained part of a business activity carried out by an entrepreneur outside the entrepreneur’s registered office or principal place of business.

What does this mean in practice?

A branch has no legal personality; it acts in the name and on behalf of the foreign parent company. The branch’s activities may not exceed the scope of activities conducted by the parent company abroad. In practice, this means the branch’s Polish PKD (business classification) should fall within the scope of activities of the head office as disclosed in the competent foreign register.

Who may open a branch in Poland?

A foreign entrepreneur conducting business in another EU Member State or in a state that is a party to the European Free Trade Association (EFTA).
Foreign entrepreneurs from third countries (outside the EU and EFTA) — on the basis of reciprocity, unless international treaties ratified by Poland provide otherwise.

Registration requirement

A branch may commence operations upon entry in the Register of Entrepreneurs of the National Court Register (KRS).

The following must be filed with the application for entry of the branch and placed in the branch’s registration file:

A copy of the foreign company’s articles of association or other constitutional document, together with an authenticated Polish translation.
An extract from the competent foreign commercial register, together with an authenticated Polish translation.

Name of the branch

For identification purposes, the branch must use the original name of the foreign entrepreneur, together with the Polish translation of the entrepreneur’s legal form, and the words “oddział w Polsce” (“branch in Poland”).

Examples of names for branches of foreign limited liability companies:

Luxembourg – “XYZ Société à responsabilité limitée (spółka z ograniczoną odpowiedzialnością prawa luksemburskiego) – oddział w Polsce”
United Kingdom – “XYZ Limited sp. z o.o. oddział w Polsce”
Norway – “XYZ AS (spółka z ograniczoną odpowiedzialnością) oddział w Polsce”

Representation of the branch

The foreign enterprise is required to appoint a person authorized to represent the foreign entrepreneur at the branch.

The representative acts in the name and for the benefit of the foreign parent enterprise, not in the name of the branch.

The representative is empowered to take all actions that enable full, comprehensive and independent conduct of the branch’s affairs — without the need for each action to be pre-approved by the parent company’s management board.

The representative’s details are disclosed in the KRS.

Accounting records

A foreign entrepreneur’s branch is required to keep separate accounting books in the Polish language in accordance with Polish accounting regulations. The branch prepares annual financial statements, which are deemed approved as a rule when the parent company’s financial statements — comprising the branch’s data — are approved.

Taxes

Conducting business in Poland through a branch has tax consequences for corporate income tax (CIT) and VAT.

For CIT purposes, the taxpayer on income earned in Poland is the foreign parent enterprise, not the branch. The foreign entrepreneur must file a registration application with the competent tax office. However, the branch performs the compliance obligations, i.e., remitting CIT advance payments and filing returns.

For VAT purposes, the branch is not a taxpayer; that role is performed directly by the foreign enterprise. The foreign entrepreneur must register for VAT in Poland as an active VAT taxpayer. The branch may exercise the right to deduct input VAT, but the availability and mechanics of VAT deduction depend on the specific operating model (e.g., presence of a fixed establishment, nature of Polish vs. foreign supplies) and require case-by-case verification.

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