Opening a subsidiary in Poland

Poland is an appealing country for foreign businessmen willing to do business in Europe. It is easy to establish a company here, the national government provides various incentives to encourage entrepreneurs to invest in the country, the Polish economy remains stable for many years. 

Open a business or subsidiary in Poland – what to select?

When launching a business, foreign entrepreneurs enjoy the same rights as Polish citizens, so it is up to them which type of legal entity to open. Together with other options, foreigners may choose to establish a branch or a subsidiary. Both legal entities have their own benefits and the choice should be made based on the planned business activities.

The main difference between a subsidiary and a branch is that the latter does not have legal personality. It is simply a part of a big enterprise which operates in another country. A parent company is responsible for the branch’s actions and debts. A branch must have a representative in Poland who has certain authorities to act on behalf of the firm. However, his or her duties differ from those of a management board which makes the main decisions.

Meanwhile, a subsidiary is an independent firm and this is its biggest advantage. Also, despite the fact that subsidiary formation in Poland is longer, many foreigners who own small or middle businesses prefer to establish this type of business because it bears liabilities like any other Polish firm.

There are situations when a branch can be turned into a subsidiary if a parent company wants to pass assets and switch to another form of business. Polish legal experts can provide you with more information on this and assist you with all legal matters.

Subsidiary registration in Poland – quick steps to establish a firm

A subsidiary is an LLC which has to follow the same rules and regulations as any other firm. The procedure of opening a subsidiary in Poland is no different from incorporating an LLC. 

1. Concluding the Articles of Association which must contain the main information about the firm’s business – its title and goals, names of the stakeholders and their financial input and few more items. This document should be composed in the national language and should be certified by a notary.

2. Formation of a subsidiary in Poland demands to put minimum 5,000 zlotys on a bank deposit. To open an account, you can submit documents in the nearest bank. 

3. Making a record about your enterprise in the National Court Register. To get an application form, you may visit a selected court or get an online version on the website of the Ministry of Justice. There are certain fees to be paid prior to applying. Usually, it takes two weeks for the court to review an application.

4. Registration of a subsidiary in Poland at the National Statistics Agency and getting the statistical number (REGON). You must choose an office where your firm is located.

5. Getting NIP and VAT numbers in a tax office. However, VAT number is required only if your firm will run activities subject to this tax; the fee for getting VAT is 170 zlotys. 

6. Registering the firm in a Social Insurance Office (ZUS). This can be done at a ZUS office or via mail/ email within one week after your enterprise starts working. According to the labor legislation, your firm should cover social security fees and health insurance. 

Note that a subsidiary must have at least one stockholder and one manager (can be a single person). The title of the firm must be unique and include “spolka z o.o” at the end.

Those investors who want to incorporate a firm in Poland should consider all business opportunities which are available to them with any kind of legal entity and select the one which fits their needs better. Legal advisors can give a detailed information on how to establish a subsidiary in Poland, collect the necessary documents, translate them into the national language and help you build connections with the state bodies. 


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