The representative office of a foreign entrepreneur

A foreign entrepreneur may establish on the territory of Poland a representative office. Representation by law is dependent and subordinated in all range of its activities the organizational unit which operates exclusively in the field of advertising and promotion on behalf of and in favour of the foreign entrepreneur.

The activities include conducting and coordinating the advertising and promotion of the parent company in Poland. In addition, the office is engaged in the collection and transmission of information about the Polish market to the parent company. Representative offices can be created by entrepreneurs, despite the state affiliation of their headquarters. Entry into the register of representative offices of foreign entrepreneurs is implemented by Development Minister in the request of the entrepreneur. A foreign entrepreneur who established representative office is obliged to use for its designation the original name of the entrepreneur, translated into the Polish language legal form, and the words "representative office in Poland". The obligations of representative offices without restrictions meets foreign entrepreneur with all his present and future assets. In Poland the foreign entrepreneur can run the only one representation.

Required capital:

Does not require a minimum share capital

Method of accounting:

A foreign entrepreneur who established representative office must keep him on a separate account in accordance with the provisions of the accounting act, it is therefore necessary accounting and financial reporting in the language and currency of Poland. Given the fact that the office does not conduct business activities may apply simplified rules of conducting accounting and drawing up financial statements listed in the updated accounting law (Annex No. 4 to the act). Representative offices do not have mandatory testing requirements of its financial statements by the auditor in the manner specified by the accounting law. It also means that they do not have obligation to submit their financial reports to the appropriate court registry (i.e. KRS). The obligations of mission full responsibility have the founder (foreign entrepreneur or a foreign entity established for the promotion of the enterprise).

Taxation:

The representative office is not a taxpayer of the profit tax, because the representation is preparatory or auxiliary nature and is not firm in accordance with the provisions of the act of 15 February 1992 on income tax of a legal entity. Foreign subject of economic activities has also the obligation to submit the declaration CIT-2 and tax return CIT-8.

In the case when the office hires employees, it becomes the payer of the tax to incomes of physical persons and social insurance contributions and health insurance.

In the theory of law provided that the activities of the representative office of a foreign entrepreneur in Poland is understood as the direct activity of the foreign entrepreneur in Poland. Therefore, representation is not independent from the foreign owner legal form, but is part of its organizational structure. The consequence of this assertion is that the representation cannot be the subject of rights and duties; therefore, it may not be a party to any contract. The representation contract must always be signed by the foreign entrepreneur.

Moreover, given the fact that the office is not a separate subject, it may not be a party to the proceedings, and submit to the court or to be summoned. A party to the trial must always be a foreign entrepreneur.

But the most important is that the representation has a limited range of business in Poland. It can only deal with advertising and promotion of the foreign entrepreneur.

In accordance with the law on freedom of economic activities, the establishment of representative office in Poland requires an entry in the register of representative offices of foreign entrepreneurs. This registry is administered by the Minister of economic Affairs. Created representative uses the original name of the foreign entrepreneurs with translated into Polish name of the legal form of the entrepreneur and the addition “representative office in Poland”.