A branch of a foreign company in Poland — legally an oddział przedsiębiorcy zagranicznego — can let an established business operate locally without creating a new legal person. It preserves one corporate identity, but it also leaves the foreign parent directly responsible and introduces Polish registration, accounting, tax and employment duties.
What is a Polish branch?
A branch is an organisationally separate and autonomous part of the foreign entrepreneur’s business, operated outside its registered office or principal place of business. It is entered in the Polish National Court Register (KRS), but it does not become a separate legal person.
Contracts, assets, receivables and liabilities therefore belong to the foreign entrepreneur. There are no Polish shareholders or minimum share capital, and transfers between the branch and head office are not dividends. They still need proper accounting, tax and banking treatment.
Who may establish a branch in Poland?
An entrepreneur from an EU Member State or an EFTA country belonging to the European Economic Area may establish a branch under the statutory rules. The branch is created by an existing foreign entrepreneur; it is not a route based on the personal residence permit of a founder or manager.
For entrepreneurs from other countries, the starting point is reciprocity, unless a ratified international agreement provides otherwise. Before filing, verify the parent’s country, legal form and treaty position instead of assuming that every foreign company qualifies on identical terms.
Branch, sp. z o.o. or representative office?
- Branch: the same legal entity as the foreign parent; no Polish share capital; direct parent liability; activity limited to the parent’s foreign business scope; separate Polish accounting.
- Sp. z o.o.: a separate Polish legal person with at least PLN 5,000 share capital; local governance and liability separation; usually better for investors, a standalone business or ring-fencing risk.
- Representative office: not a normal sales or operating vehicle; its statutory activity is limited to advertising and promoting the foreign entrepreneur.
The decisive question is not which form is easiest to register, but where you want legal risk, contracts, people and profit to sit. A branch keeps them within the foreign enterprise; a subsidiary creates a separate Polish corporate perimeter.
Scope, name and local representative
The branch may conduct business only within the scope already carried on by the foreign entrepreneur abroad. If the Polish plan goes beyond that scope, first amend the parent’s activity where possible or choose a separate Polish company.
The branch must use the foreign entrepreneur’s original name together with the Polish translation of its legal form and the words oddział w Polsce. That full legal designation should be consistent in KRS, contracts, invoices, bank documents and correspondence.
The foreign entrepreneur must appoint a person authorised in the branch to represent it. Define the person’s powers, signing workflow and practical availability before registration; KRS representation data and the parent’s corporate rules must work together.
How to register the branch in KRS
- Confirm eligibility, reciprocity or treaty basis and whether the planned Polish activity fits the parent’s scope.
- Adopt the required parent-company resolution and choose the branch name, Polish address, PKD codes and authorised representative.
- Prepare the foreign registry extract, constitutional documents and representation data.
- Arrange certified Polish translations and, where required for the issuing country and document, apostille or legalisation.
- File the electronic application through PRS / e-forms KRS and pay the court fee.
- Start operating through the branch only after its entry in the KRS register of entrepreneurs.
- Typical filing package:
- parent-company registry extract;
- articles, statute or other constitutional document;
- corporate resolution establishing the Polish branch;
- branch address and activity codes;
- details and authorisation of the person representing the foreign entrepreneur in the branch;
- parent and branch representation information;
- certified Polish translations;
- powers of attorney and evidence of fees where applicable.
Foreign-language constitutional and registry documents must be filed with authenticated Polish translations. Apostille or consular legalisation is not a universal requirement for every document: check the issuing state, the document type and applicable international agreements.
The court fee for registering a branch in the KRS register of entrepreneurs is PLN 500. For applications filed from 29 November 2025, the former PLN 100 fee for publication in Monitor Sądowy i Gospodarczy no longer applies.
What must be arranged after KRS entry?
- confirm NIP and REGON and file supplementary tax data where required;
- open the operating bank account and complete the bank’s AML review;
- activate and monitor the e-Delivery address;
- start separate Polish accounting and set the document flow with head office;
- assess VAT, VAT-UE, fixed-establishment and KSeF consequences before invoicing;
- register payroll, ZUS and PIT duties before hiring;
- verify sector licences, leases, insurance and signing authority;
- create a calendar for KRS changes, tax filings, reporting and correspondence.
Liability and contracts
Because the branch is not a separate legal person, the foreign entrepreneur is the party to Polish contracts and bears the related obligations. The branch does not create the liability shield available through a separate sp. z o.o.
Contracts and invoices should identify the foreign entrepreneur and its Polish branch accurately, including registry and tax details. Internally, set clear signing limits and approval rules; appointing a local representative does not remove the parent’s responsibility.
Accounting and annual reporting
The foreign entrepreneur must keep separate accounting for the branch in Polish and in accordance with the Polish Accounting Act. The system must also reconcile branch transactions, head-office allocations and inter-unit balances without treating them as dealings between two unrelated legal entities.
Set the closing, approval and filing calendar with a Polish accountant at the start. The exact annual reporting package and KRS filing duties depend on the Accounting Act, the foreign entrepreneur’s legal and reporting position and the documents produced in its home country.
CIT and permanent-establishment analysis
The branch is not a new company separate from the foreign entrepreneur for corporate income-tax purposes. The foreign entrepreneur is generally subject to Polish tax on income attributable to its Polish activity or permanent establishment, with the applicable double-tax treaty and the facts determining the final result.
Profit must be attributed to the Polish operation on an arm’s-length basis, including documented allocations of head-office costs and functions. Poland’s standard CIT rate is 19%; the 9% rate is conditional and should never be assumed solely because the branch is new. Transfer-pricing and withholding-tax duties may also arise.
VAT and KSeF
A Polish branch is not automatically a separate VAT taxpayer from its head office: the taxpayer is the foreign entrepreneur. The business may nevertheless need Polish VAT registration, and transactions between the Polish operation, head office and external parties must be classified correctly.
Whether the Polish presence is a fixed establishment for VAT and whether it must use KSeF depend on staff, technical resources, decision-making and participation in particular transactions. The KRS entry alone does not answer that analysis, so complete it before the first invoice.
CRBR and bank AML checks
A foreign company registered in KRS and operating in Poland through a branch is not subject to a separate beneficial-owner filing in the Central Register of Beneficial Owners (CRBR). Do not copy the CRBR checklist used for a Polish sp. z o.o.
This does not remove AML checks. A bank, accountant or other obliged institution may still request the parent’s ownership chart, registry documents and information about the natural persons who ultimately control it.
Employees, payroll and immigration
If the foreign entrepreneur hires or assigns people to the Polish operation, it must assess Polish employment or assignment rules, payroll, PIT, ZUS, health and safety and — for non-exempt foreign nationals — residence and work authorisation. Branch registration itself does not legalise anyone’s stay or work.
Ongoing compliance
- update KRS when registered facts change;
- monitor the e-Delivery inbox and tax correspondence;
- keep separate Polish books and retain supporting documents;
- file tax, payroll and reporting documents on time;
- review VAT fixed-establishment and KSeF assumptions when operations change;
- renew licences and insurance;
- make the statutory 14-day notification to the competent minister if the circumstances specified in the foreign-entrepreneur legislation arise;
- keep the parent’s registry and representation documents current.
When is a branch the right choice?
- A branch can be a good fit when:
- the parent is an established operating company;
- Polish activity matches its existing business scope;
- contracts and brand should remain directly with the parent;
- central control is more important than legal separation;
- the parent accepts direct liability and cross-border tax/accounting coordination.
- A sp. z o.o. is usually worth preferring when:
- Polish risk should be ring-fenced;
- local investors, partners or employee equity are planned;
- the Polish business needs a broader or independent activity scope;
- a standalone balance sheet and local financing are important;
- an eventual sale of the Polish operation should be structurally simpler. Use a representative office only for advertising and promotion, not ordinary trading.
Before deciding, map the planned contracts, decision-makers, staff, assets, invoicing and cash flows. Then compare the total first-year and recurring cost of a branch with a Polish subsidiary — including accounting, tax, payroll, banking and governance, not only the KRS fee.
inPL can coordinate your Poland market entry, company registration and Polish accounting, so the legal form, tax setup and operating process are designed together.
Legal and tax information verified on 18 August 2026. Rules may change and the outcome depends on the parent’s country, treaty position and operating facts. Obtain case-specific advice before filing or transacting.