How to set up a representative office of a foreign trader in Poland?

Entering the Polish market by a foreign trader does not necessarily have to involve the establishment of a company or its branch in Poland. Openness to Polish market and presence on it can be communicated to consumers by having a representative office on the territory of the Republic of Poland.

Who and for what purpose can establish a representative office in Poland?

A representative office is a legal device enabling foreign trader to conduct advertising and promotion of their goods and services in Poland. Through a representative office, a foreign entity can promote itself, for example, by participating in fairs, conferences or other industry events. It is therefore a very convenient way to acquire Polish customers without setting up a company, what could be a time-consuming and expensive process.

Any foreign trader can establish a representative office, regardless of whether the country in which the entity is registered is a member of the European Union or the European Free Trade Agreement (EFTA). The principle of reciprocity also does not apply. The condition for opening a representative office in Poland is to obtain an entry in the register of representative offices of foreign traders.

Important: Running a representative office of a foreign firm does not entitle to run a business in Poland!

What authority issues a permit to open a representative office of a foreign trader in Poland?

The competent authority is the Minister of Development and Technology as the minister competent for economy. The Minister issues the permit or refusal to enter in the register of representative offices of foreign traders.

How to register a representative office of a foreign trader in Poland?

The establishment and running of a representative office requires entry in the register of representative offices of foreign traders kept by the Minister of Development and Technology.  First of all, an application should be submitted in the above register together with annexes and proof of payment of stamp duty.

A foreign trader who wants to open a representative office in Poland is obliged to have a legal title to the premises (such as lease) where its official seat in Poland is located. The official seat may be in the form of a virtual office.

The application can be submitted in paper form with the Administrative Office of the Ministry of Development and Technology in the Department of Small and Medium Enterprises or by post.  If the application meets all formal requirements, the representative office will be entered in the register of representative offices of foreign traders.

The waiting time for decision is approx. 1 month. However, it may take longer, of which the Ministry will inform the applicant.

Obligation to appoint a representative

A foreign trader is obliged to appoint an authorized person to represent them in Poland. The representative does not have to be a Polish citizen or speak Polish.

What should an application for registration in the register of representative offices contain?

The application must be made in Polish and contain:

1. name, registered office and legal form of a foreign trader;
2. subject of the main business activity of a foreign trader;
3. name and surname of the person authorized in the representative office to represent a foreign trader;
4. address of the representative office in the territory of the Republic of Poland.

The application should be accompanied by the following annexes:

1. an official copy of the document confirming the registration of a foreign trader, on the basis of which the trader conducts business activity (apostille or legalized);
2. an officially certified document specifying the registered office address of foreign trader, the rules of representation of a foreign trader and the persons authorized to represent it, if the document referred to in point 1 does not contain appropriate information in this respect;
3. a document confirming the authorization of the person indicated in the application to represent the foreign trader in the representative office, containing the name and surname of the authorized person, date of birth, names of parents and number of the identity document used by that person in the territory of the Republic of Poland, together with confirmation of acceptance of this authorization by the authorized person.
4. proof of payment of stamp duty for the issuance of certificate.

The above annexes, with the exception of proof of payment of stamp duty, may be submitted in the original, certified copy or certified translation.

Documents drawn up in a foreign language must be translated to Polish. The translation should be:

1. prepared and certified by a sworn translator, or
2. verified and certified by a sworn translator practicing the profession of a sworn translator under the conditions set out in the Act on the Profession of a Sworn Translator of 25 November 2004, or
3. prepared and certified by a sworn translator based in the territory of one of the states – this provision refers to persons from all EU Member States and Switzerland.

If there are formal defects, the minister requests the applicant to remove them within a time limit of not less than 7 days. At a justified request of a foreign trader, this time limit may be extended. If formal defects are not rectified, the application will not be examined.

The Minister, apart from verifying the correctness of the application and compliance of the attached documents, also verifies whether the planned activities of the representative office do not go beyond the promotion and advertising.

Important: entry in the register of representative offices is valid only for a period of 2 years, if a foreign trader intends to operate longer, it should submit an application for an extension of the entry for another 2 years within the last 90 days of the entry being valid. Otherwise, the foreign trader will be removed from the register and will lose the right to run a representative office in the Republic of Poland.

How much does it cost to set up a representative office?

PLN 1000 – fee for an application for entry in the register of representative offices of foreign traders;

PLN 17 – stamp duty on the power of attorney (optional);

Additional costs: translation of documents into Polish, apostille clause, legalization.

Name of the representative office of a foreign trader

A foreign trader is obliged to use the original name of the company with addition “przedstawicielstwo w Polsce” (representative office in Poland).

Accounting and VAT in the representative office

A foreign trader is obliged to keep separate accounts for the representative office – in Polish and in accordance with accounting regulations.

The representative office is not a VAT payer because it does not run its own business. It is only a part of a foreign trader.  The right to apply for a refund of VAT from invoices paid by the representative office and for a refund of VAT paid as part of the activities of the representative office is granted only to a foreign entity.

In what situations can the Minister of Development and Technology refuse the registration of in the register of representative offices?

The Minister issues a negative decision where:

1. the establishment of a representative office in Poland would threaten the security or defence of the state or the security of classified information classified as “confidential” or higher or other overriding public interest;
2. the application for registration in the register relates to activities exceeding the scope of advertising and promotion.

Under what circumstances is the representative office removed from the register ex officio?

A representative office is removed from the register ex officio when: 

1. a foreign trader grossly violates Polish law;
2. liquidation of the entity has been opened or the trader has lost the right to conduct business activity;
3. a trader’s activity threatens the security of Poland or defence of the state, the security of classified information classified as “confidential” or higher or other overriding public interest;
4. a trader does not have legal title to the premises indicated as the official seat of the representative office;
5. a foreign trader has been removed from the register issuing the document confirming the registration of a foreign trader.

Removal from the register of representative offices in Poland may also take place at the request of a foreign trader. 

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