Foreign entrepreneurs, for the pursuit of business activities in Poland,
may establish branches or representative offices in the territory of
Poland[1].
With their creation, apply the same rules as in the case of Polish
entrepreneurs, if foreign entrepreneurs coming from the Member States of the
European Union or the Member States of the European Free Trade Association
(EFTA).
Name of branch should be the original name
of foreign entrepreneur with the indication of entrepreneur’s legal
form[2]
translated into Polish and added words "oddział w Polsce”[3],
for instance "XXX Spółka akcyjna[4]
Oddział w Polsce" Branch does not have legal entity, nor legal
capacity (including judicial capacity, which is a capacity to be a party in
court proceedings and capacity to conduct court proceedings in defense of its
interests). All of the aforesaid capacities has foreign
entrepreneur, represented in a branch by an authorised
person, therefore foreign entrepreneur shall appoint such a person
in their branch.
Branch in Poland can only do
business in the same capacity as foreign
entrepreneur’s company in country of origin. There is no minimum
capital requirement, although foreign entrepreneur is fully liable for branch. Foreign entrepreneur in Poland needs
to run separate accounting in local language; in accordance with polish accounting
regulations. Moreover, they have an obligation to report changes in current
affairs and legal certainty of its company in country of origin, to the
polish minister responsible for economic affairs. Those changes include
instances when company goes into liquidation, or if they are banned from
running business in its own country; polish ministry will liquidate the Polish
branch as well. Additionally, foreign entrepreneur will be banned from running
the branch in Poland if they flagrantly
violate Polish law or if its activity threatens the security, defense and
protection of state secret or another important public interest.
Cash flows between a foreign entrepreneur and his branch/agency are not
subject to income tax
on the territory of Poland.
The foreign entrepreneur can start a
business within the branch after obtaining
a registry in the directory of entrepreneurs of the National Court Register
(KRS).
To register a branch, entrepreneur shall
fill application form named KRS-W10
and enclosed additional necessary forms
and documents.
Some documents issued abroad must be legalized by the Polish consul (it
is not required in countries where it is possible to obtain the clause
"Apostille" or where the special provisions lift such obligation),
Branch shall also have a current bank account and submit to the Tax
Office additional information containing for instance bank account number, the
number of employees etc., and complete any further tax registrations for the
purposes of NIP and VAT.
Phone: +48 71 733 73 63
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