How to register a representative office in Poland

How to register a representative office in Poland?

As of January 1, 2012 some changes have been introduced to the rules governing the creation of representative office in Poland.

Procedures and requirements to establish a representative office in Poland are governed by the Act on the Freedom of Business Activity. Companies planning to open a representative office in Poland do not need to apply for permit from the Ministry of Economy prior to establishing its representative office.

Representative offices do not have separate legal personality. They are only entitled to conduct advertising and promotional activities with respect to products and/or services offered by their parent company.

To register the representative office the parent company must fill an application. Following information and/or documents must be included in the application form:

  • The business name, address of the registered office and the legal form of the parent company
  • The name of the representative office. It must consist of the name of the parent company and its legal form translated into Polish and expression “Przedstawicielstwo w Polsce” (“Representative office in Poland”)
  • Description of business activities of the parent company
  • The full name of the person(s) representing the parent company in Poland and their residential address in Poland
  • The address of the representative office in Poland
  • The address of the representative office’ headquarter in Poland, where original documents relating to the activities represented are stored
  • The evidence of legal title to the premises of the parent company , where the activities will be performed.
  • the right of the parent company to carry out their business activities in the specific premises (for example: rental agreement)
  • The Certificate of Registration and/or the AoA of the parent company
  • The resolution of the BoD agreeing to establish a representative office in Poland
  • The POA granted to the person(s) authorized to represent the parent company in Poland
  • Documents in a foreign language must be presented along with their certified translation into Polish

All representative offices must:

  • Keep their financial records in Polish and in compliance with Polish accounting regulations
  • Inform the Ministry of Economy in case any of the following events should occur: the liquidation of the parent company, loss of the right to conduct business activities by the parent company. This must be done within the period of 14 days following the event
  • Inform the Ministry of Economy about any changes with respect to information included in the application form

Official copy of the documents confirming the registration of business should be certified by an Apostille, where the foreign company operates in the State party to the Hague Convention of 1961 for the requirement of legalization for foreign public documents or by legalization, where the foreign company operates in the State not party to that Convention.

Stamp duty on an entry in the register of representative offices of foreign companies is 1,000 PLN. Up to December 31 2011 the stamp duty was 6,713 PLN. Proof of payment of stamp duty must be submitted with the application.