A non-EU company can open a Polish branch by registering with the National Court Register (KRS), appointing a Polish representative, and handling tax setup—all within 4–8 weeks for roughly PLN 6,000–20,000 in upfront costs. The branch is not a separate legal entity; your parent company bears full liability and must conduct business only within your registered scope.
Who Is Eligible and When a Branch Makes Sense
Non-EU and EEA companies can establish branches in Poland on a reciprocity basis. A branch is not independent: your parent company owns it outright, carries all legal and financial risk, and must mirror your parent's business activities. The branch cannot expand beyond your parent's registered scope.
Compare three structures: A representative office handles marketing and client contact but cannot sign contracts or trade. A branch can sign contracts, hire staff, and hold assets—but all liability flows to the parent. A Polish subsidiary (sp. z o.o. or s.a.) is a separate legal entity with limited liability and broader operational freedom, though it costs more to set up and maintain.
Choose a branch if you want fast market entry under one tax identity, plan to hire staff quickly, and accept parent liability. Choose a subsidiary if you need liability protection or plan long-term autonomous operations.
Step-by-Step Setup and Timeline (Weeks 0–8)
Weeks 0–2: Collect and Prepare Documents
Gather a parent registry excerpt (issued within the last 3 months), articles of association, a board resolution authorizing the branch, a lease or proof of a Polish office address, the name and passport of your branch representative, and specimen signatures. All non-Polish documents must be apostilled and translated into Polish by a certified sworn translator.
Weeks 2–4: Legalization and Translation
Apostille (if the document comes from a country signatory to the Hague Apostille Convention) takes 1–3 weeks. Full sworn translation of your parent's articles and registry excerpt adds another 1–2 weeks. Budget PLN 1,000–3,000+ depending on document volume and your country's bureaucracy speed.
Weeks 4–6: KRS Filing
File via the PRS portal using Polish e-signature. The KRS charges approximately PLN 500 for court filing plus PLN 100 for publication in the National Court Register's bulletin. Review and approval typically take 5–10 business days. If you lack Polish e-signature capability, hire a Polish legal firm or notary to sign on your behalf (add EUR 1,500–3,000).
Weeks 6–8: Post-KRS Setup
Within days of KRS approval, open a Polish bank account, register for VAT (if your turnover will exceed PLN 200,000 or immediately if required by your sector), and apply for a NIP (tax number) and REGON (business register number)—these are assigned automatically after KRS registration. If hiring staff, register as an employer with ZUS (Social Insurance Institution) within 7 days of the first hire.
KRS Registration Basics
Your branch name must include your parent company's name plus "Oddział w Polsce" (branch in Poland). All filings and supporting documents go to the KRS in Polish. You must appoint one authorized representative—typically a resident or long-term visa holder, though some registrars accept non-residents with power-of-attorney approval (check locally).
The KRS filing form requires your parent's registered office, activity codes (matching your parent's), the branch address, the representative's details, and a power of attorney (approximately PLN 17 per authorized signatory). Submit everything via the PRS platform with e-signature.
Tax, VAT, Payroll, and Accounting Setup
Your branch pays Polish corporate income tax (CIT) at 19% on profits from Polish operations. A reduced 9% rate may apply only in limited "small taxpayer" cases—confirm eligibility with your accountant. VAT registration is mandatory before any taxable sale if you exceed PLN 200,000 annually or immediately if your sector requires it.
You must maintain full accounting books in Polish and in Polish zloty (PLN), even if your parent reports in another currency. File monthly VAT declarations (JPK) by the 25th of the following month. Pay CIT advances monthly by the 20th, and file an annual CIT-8 return by the end of the third month after the financial year ends.
If you hire staff, register each employee with ZUS within 7 days and remit payroll tax and social contributions monthly. Budget PLN 1,500–4,000+ per month for accounting support. Payroll administration costs approximately PLN 50–100 per employee per month.
Costs and Budget to Plan
- Government fees: ~PLN 600 (KRS court + bulletin)
- Sworn translation and apostille: PLN 1,000–3,000+
- Legal or filing support: EUR 1,500–5,000+
- Bank KYC and setup: Often free; time investment only
- Monthly accounting: PLN 1,500–4,000+
- Payroll per employee: PLN 50–100+ monthly
Total upfront: PLN 6,000–20,000 depending on whether you hire a law firm. Monthly recurring: PLN 1,500–4,500+ for accounting and payroll.
Common Roadblocks and How to Avoid Them
Outdated or missing apostilles. Request a new parent registry extract within 3 months of filing; verify your home country's apostille authority before sending documents abroad.
Non-sworn translations. Use only certified sworn translators. The KRS will reject translations from ordinary translators or services like Google Translate.
E-signature delays. Non-residents often lack Polish e-signatures. Budget 1–2 weeks extra and hire Polish counsel to sign on your behalf.
Bank KYC delays. Polish banks request detailed beneficial ownership (UBO) documentation and parent financials. Prepare these in advance to avoid 2–4 week holds.
Activity scope mismatch. Your KRS filing must list every activity you plan. Adding activities after registration requires a formal amendment (2–4 weeks extra).
Sector licenses. Finance, transport, and regulated industries require separate permits (insurance broker license, transport authority authorization, etc.). Factor in 4–12 additional weeks.
Hiring Foreign Staff: Visas and Work Permits
Non-EU employees need a work permit (typically 6–12+ weeks to obtain depending on region) and a residence permit. Register each hire with ZUS within 7 days. Payroll taxes and social contributions are withheld according to Polish law. If you need staff to start before permits arrive, use an interim employer-of-record (PEO) service to hire and pay them as contractors—this costs extra but avoids legal risk.
Compliance Calendar: Year 1 and Ongoing
- Within 7 days of hire: Register each employee with ZUS.
- By the 20th of each month: Pay CIT advances.
- By the 25th of each month: File VAT JPK declaration.
- Monthly: Process payroll and ZUS contributions.
- Annually (within 3 months of year-end): File financial statements and CIT-8 return; audit if required by turnover/asset thresholds.
- As needed: Document transfer pricing if the branch conducts related-party transactions; maintain all statutory books and branch records at your Polish office address.
FAQ
How long does it take to open a branch in Poland?
4–8 weeks: 2–3 weeks for translation and apostille, 5–10 days for KRS review, and 2–3 weeks for post-KRS setup (bank, tax, ZUS). Delays occur if documents lack apostilles, translations are not sworn, or your e-signature fails.
Do I need a Polish resident to act as the branch representative?
Typically yes, though some KRS offices accept non-residents with a signed power of attorney and legal backing. Hire a Polish legal firm or notary if you cannot find a representative.
What taxes does a Polish branch of a non-EU company pay?
Corporate income tax (19% on Polish profits), VAT (standard rate 23%), payroll tax and social contributions if you hire staff, and monthly/annual filing obligations. All profits are taxed at the parent level after Polish CIT.
Is a branch or a Polish subsidiary better for liability and tax?
A branch is cheaper and faster to set up but exposes your parent to full liability. A subsidiary (sp. z o.o.) costs more (PLN 5,000–15,000 setup) but limits liability to the subsidiary's assets and offers more tax planning options. Choose a branch for short-term market testing; choose a subsidiary if you plan 5+ years in Poland.
Can I register for Polish VAT without opening a branch?
No. VAT registration requires a legal presence in Poland (a branch or subsidiary). A representative office cannot register for VAT or hold a tax number.
Sources
Photo: Aibek Skakov / Pexels