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Branch Office

 


1. Objects of business activity
2. Entry in the Register of Entrepreneurs
3. Obligations of a branch office


Foreign entrepreneurs may set up a branch office Poland to carry out business activity here. The rights of foreign entrepreneurs depend on whether Polish entrepreneurs abroad enjoy equivalent rights under international agreements (the principle of reciprocity), and whether any international agreements ratified by Poland do not provide otherwise. A branch office does not posses a legal personality.




1. Objects of business activity

The business activity of a branch office must overlap with that of the foreign entrepreneur. However, its objectives do not have to be as extensive as those of the foreign entrepreneur's business activity carried out abroad. In other words, the business pursued by a branch office may constitute only a part of the entire business operations conducted by the foreign entrepreneur.

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2. Entry in the Register of Entrepreneurs

A branch office may engage in business activity following its entry into the Register of Entrepreneurs. The principles of registration are laid down in the Law of 20 August 1997 in the National Court Register (Journal of Laws, No 121, item 769 as amended). Apart from complying with the requirements of the above-mentioned law, the foreign entrepreneur must meet the following formal requirements to obtain an entry in the Register of Entrepreneurs:

  • disclose the name and address in Poland of a person authorised to represent the foreign entrepreneur in the branch office;
  • attach a notarially-certified signature of the person authorised to represent the foreign entrepreneur in the branch office;
  • if he or she operates pursuant to a founding deed, the articles of association or statutes be placed in the registration files of a branch office together with a sworn translation into Polish. If the foreign entrepreneur sets up more than one branch office in Poland, such an instrument only needs to be placed in the registration files of one branch office, provided that a reference is made in the registration files of other branch offices together with the identification of the Court in which such files are kept and the number of the Registry division;
  • if he or she exists or operates pursuant to an entry in a commercial register in the country in which that business is registered - the entrepreneur must place an excerpt from such a register together with its sworn translation into Polish in the registration files of the Polish branch office. If the foreign entrepreneur sets up more than one branch office in Poland, such documents only need to be placed in the registration files of one branch office, provided that a reference is made in the registration files of other branch offices together with the identification of the Court in which such files are kept and the number of the Registry division.

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3. Obligations of a branch office

A branch office is obliged to:

  • use the name of the foreign entrepreneur in the language of the country in which his registered office is located, together with the Polish translation of the entrepreneur's legal form of operating and with the phrase "oddział w Polsce";
  • keep separate books in Polish in accordance with the provisions of Polish accountancy laws (see below);
  • notify the Minister of the Economy of any factual and legal changes, (such as the winding-up of the foreign operator establishing the branch office or forfeiture of his right to conduct business activity or possess property) within 14 days following the occurrence of such changes.

The obligations referred to above are the same as for Polish businesses.

Accounts may be kept in accordance with requirements applicable in the entrepreneur's country of residence. Polish law requires, however, a branch office to maintain separate accounts in accordance with the provisions of Accountancy Law of 29 September 1994.


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