A representative office of a foreign company in Poland — formally a przedstawicielstwo przedsiębiorcy zagranicznego — is designed for advertising and promotion. It can support visibility and relationships before commercial launch, but it cannot sell, invoice customers or deliver the parent’s services in Poland.
What is a representative office?
It is an organisational presence of the foreign entrepreneur, not a separate Polish legal person, branch or subsidiary. The foreign entrepreneur remains the party behind the office, owns its assets and bears its liabilities.
There are no shareholders, share capital or independent business scope. Registration does not create a general right to trade in Poland: the office’s statutory purpose remains advertising and promotion of the foreign entrepreneur.
What may the office do?
- Activities that can fit the statutory purpose include:
- brand and product-awareness campaigns;
- public relations and media relations;
- participation in trade fairs, presentations and promotional events;
- distribution of promotional materials;
- non-binding contacts with potential partners and customers;
- market observation or liaison work only when auxiliary to promotion.
Where is the commercial boundary?
- A representative office should not:
- sell goods or issue sales invoices to Polish customers;
- accept orders or conclude commercial contracts;
- provide the parent’s services or manufacture goods;
- operate warehousing, fulfilment or distribution;
- conduct regular commercial negotiations leading to sales;
- earn commissions or run an independent consulting activity.
Who may establish one?
A foreign entrepreneur may establish a representative office in Poland. Under the Act, that includes a foreign person conducting business abroad and a Polish citizen conducting business abroad. The right belongs to the entrepreneur; it is not based on a founder’s or employee’s residence permit.
Foreign persons appointed by a competent authority of their home country to promote that country’s economy may also create an office, limited to that promotional purpose. Foreign banks and credit institutions are covered by a special statutory exception from the ministerial-entry requirement and should verify their sector rules separately.
Representative office, branch or sp. z o.o.?
- Representative office: promotion and advertising only; no normal sales activity; the foreign entrepreneur bears the obligations; entry in the ministerial register.
- Branch: part of the same foreign entrepreneur, but it may conduct business within the parent’s existing scope; KRS registration; direct parent liability.
- Sp. z o.o.: a separate Polish legal person; its own governance and business; usually better for risk separation, local investment and autonomous operations.
If the Polish team will be measured on leads and visibility, a representative office may be enough. If it will be measured on contracts, delivery or revenue, use an operating structure from the outset.
Registration is ministerial, not KRS
The office must be entered in the public Register of Representative Offices of Foreign Entrepreneurs kept by the minister responsible for the economy. It is not registered in the KRS register of entrepreneurs.
- Confirm that every planned activity fits advertising and promotion.
- Appoint the person authorised to represent the foreign entrepreneur in the office.
- Secure a Polish address and legal title to the premises.
- Collect the foreign registry and representation documents.
- Arrange apostille or legalisation where required and sworn Polish translations.
- File the Polish-language application with attachments and pay the fee.
- Start operating after the minister makes the entry.
- The application identifies:
- the foreign entrepreneur’s name, registered office and legal form;
- its principal business activity;
- the authorised representative’s name;
- the Polish address of the representative office. The filing includes an official foreign-registry copy, supplementary representation documents where needed, and the authorised representative’s written authorisation and acceptance.
Foreign-language documents require a Polish translation by an authorised sworn translator recognised under the Act. The foreign registry document must carry an apostille when the Hague Convention applies; otherwise it must be legalised.
The foreign entrepreneur must hold a legal title to the premises stated in the filing. Keep the lease, ownership document or other evidence current throughout the office’s operation.
The current registration fee is PLN 1,000. A separate PLN 17 stamp duty may apply when a power of attorney is filed, subject to the usual statutory exemptions. Check the current payment instructions immediately before filing.
The entry lasts two years
The entry is valid for two years from the day it is made. It may be extended for another two-year period, but the renewal application can be filed only during the final 90 days of the current entry. Treat that window as a hard compliance date.
Name and local representative
The office must use the foreign entrepreneur’s original name followed by the words przedstawicielstwo w Polsce. Use the designation consistently in the lease, employment documents, correspondence, accounting records and bank onboarding.
The foreign entrepreneur must appoint a person authorised to represent it in the office. Define the person’s powers and signing limits precisely; the appointment does not turn the office into a separate company or authorise commercial activity outside its statutory scope.
Liability and contracts
The foreign entrepreneur remains responsible for the office’s obligations. Rent, employment and supplier arrangements are concluded for the foreign entrepreneur, even when the office’s designation appears in the documents.
The office may enter into arrangements necessary for its own operation — for example a lease, employment or promotional-services contract — but it should not become the contracting party for the parent’s sales, customer delivery or ordinary revenue-generating business.
Accounting and tax need a fact-based review
The foreign entrepreneur must keep separate accounting for the office in Polish and in accordance with the Polish Accounting Act. Establish document flow, expense approvals, payroll posting and year-end responsibilities before the first costs arise.
A genuinely promotional office may fall within a preparatory or auxiliary exception under the relevant double-tax treaty, but this is not automatic. The people’s authority, negotiations and actual work determine whether the foreign entrepreneur has a Polish permanent establishment and how profits are taxed.
The representative office is not a separate VAT taxpayer from the foreign entrepreneur. Polish VAT registration, input-tax recovery or refund and KSeF consequences depend on the parent’s transactions, resources and use of the purchased goods and services; the ministerial entry alone does not decide them.
Employees, payroll and immigration
If staff are hired or assigned in Poland, the foreign entrepreneur must assess Polish employment or posting rules, payroll, PIT, ZUS, health and safety and — for non-exempt nationals — residence and work authorisation. Registration of the office does not legalise anyone’s stay or work.
Ongoing obligations
- keep the office within advertising and promotion;
- maintain legal title to the premises;
- keep separate Polish accounting;
- retain an authorised local representative;
- notify the minister within 14 days of changes to registered facts and specified events affecting the foreign entrepreneur;
- monitor official correspondence and the two-year renewal window;
- reassess tax, VAT and payroll when the team’s real functions change.
A representative office is not on the closed statutory list of entities that submit a separate beneficial-owner notification to CRBR. Banks and other AML-obliged institutions may nevertheless request the parent’s ownership chart and ultimate-beneficial-owner data.
Refusal, removal and closure
Entry may be refused if the plan exceeds advertising and promotion or threatens security or an important public interest. The office may later be removed for serious breaches of Polish law, loss of the premises, liquidation or deregistration of the parent, loss of its right to do business, certain unreported changes or security/public-interest grounds. The entrepreneur may also apply for removal when closing the office.
When is it the right choice?
- A representative office may fit when:
- the goal is brand visibility, PR and promotion;
- Poland is being explored before commercial launch;
- contacts remain non-binding and contracts stay outside Poland;
- the parent accepts direct responsibility for the office;
- the team can operate within a narrow, documented mandate.
- It is usually the wrong form when:
- the Polish team will sell, accept orders or invoice;
- employees will negotiate or conclude customer contracts;
- services, production, warehousing or distribution will occur in Poland;
- local investors, risk separation or independent financing are required;
- the market-entry plan already assumes operating revenue.
Before filing, map every Polish role, decision, contract, invoice and cash flow. This exercise usually shows quickly whether the project is truly promotional or already needs a branch or subsidiary.
inPL can coordinate your Poland market entry, company registration and accounting in Poland so that the legal form, tax position and operating model remain aligned.
Legal and tax information reviewed on 18 August 2026. Rules may change and the result depends on the parent’s country, applicable treaty and actual activities. Obtain individual advice before registration or starting work.