Establishing a Polish Subsidiary or Branch for a Foreign Company

We advise foreign companies on setting up a company or branch in Poland and supporting their day-to-day business. Our work covers both the incorporation process and ongoing legal support after launch.

The appropriate structure depends on the intended business model, financing arrangements, liability profile and tax position. In practice, foreign entrepreneurs most often consider one of the following options.

Available Structures

Polish law generally permits foreign companies to incorporate and hold shares in a Polish sp. z o.o. A wholly owned subsidiary is therefore a standard and practical solution for international groups. One important corporate-law limitation is that a single-member company cannot incorporate another Polish single-member company on its own; the foreign parent’s shareholder structure should therefore be checked at the outset.

Incorporation Process

We handle the complete incorporation of Polish limited liability companies and branches of foreign entrepreneurs, including:

• choosing the most suitable legal structure;
• reviewing the foreign parent’s constitutional and registration documents;
• verifying representation rules and internal approval requirements;
• drafting articles of association, shareholder resolutions, management-board appointments and registration documents;
• coordinating sworn translations into Polish;
• supporting the registration process before the National Court Register (KRS);
• assisting all shareholders and management board members in obtaining a qualified electronic signature, which is required to sign the company’s documents in the S24 system;
• handling post-registration formalities, including filing the beneficial owners with the Central Register of Beneficial Owners (CRBR), setting up the company’s mandatory e-Delivery address for official correspondence, and supporting VAT and EU VAT (VAT-UE) registration together with the company’s accounting office;
• assisting with practical arrangements, such as finding a virtual office whose address can be registered in the KRS and preparing the documents required by the bank to open the company’s account.

A Polish sp. z o.o. may generally be incorporated either through the online S24 system or before a Polish notary.

The S24 route is usually faster and more cost-effective, but it relies on a statutory template and does not offer full drafting flexibility. It may be suitable for a straightforward structure with cash contributions, standard governance provisions and no bespoke investor or share-transfer arrangements.

The notarial route allows a fully tailored articles of association. It is normally preferable where the business requires, for example, non-standard governance rights, tailored share-transfer restrictions, preferred shares, in-kind contributions or an issue price above nominal value. With the latter, part of the contribution goes to supplementary capital instead of share capital. The company can later use these funds more flexibly, for example to cover losses, without formally reducing the share capital.

Remote Incorporation and Signatures

In many cases, incorporation can be completed without foreign shareholders or directors travelling to Poland.

For online incorporation, the authorised representative of the foreign parent must use a signing method accepted by the S24 platform. In practice, a Polish qualified electronic signature is often the most reliable solution. Although qualified signatures issued in other EU Member States are legally recognised under eIDAS rules, technical compatibility with Polish registration systems (S24) may be inconsistent.

A Polish cloud-based qualified electronic signature can generally be issued on the basis of a passport and used remotely. It is useful not only for incorporation documents, but also for future KRS filings, electronic reporting, financial statements, beneficial-owner filings and other corporate formalities.

Where the notarial route is chosen, the foreign company may act through its authorised representatives or through an attorney. Depending on the country of origin and the document, powers of attorney and corporate documents may require apostille certification and sworn translation into Polish.

Foreign Parent Documents

For a foreign company to establish a Polish subsidiary, the registration court will usually require evidence of the parent company’s legal existence and representation.

The precise document package depends on the jurisdiction and the foreign company’s governing documents, but it commonly includes:

• an extract from the relevant commercial register;
• articles of association or equivalent constitutional documents;
• evidence of the persons authorised to represent the parent company;
• shareholder or board resolutions, if required under the parent company’s internal rules;
• sworn Polish translations of relevant documents.

Certain documents may need apostille certification. This is assessed on a case-by-case basis, taking account of the country of incorporation, the form of the document and the practice of the Polish registration court.

Post-Incorporation Registrations

Following registration in the KRS, the Polish company receives its tax identification number (NIP) and statistical number (REGON). Further post-incorporation obligations may include:

• filing the NIP-8 update;
• registration for Polish VAT and EU VAT, where required;
• filing beneficial-owner information with the Central Register of Beneficial Owners (CRBR);
• establishing a registered electronic delivery address;
• arranging accounting, payroll and social-security registrations;
• opening a Polish corporate bank account.

We guide clients through the legal aspects of these steps and cooperate with accounting and tax advisers where specialist accounting, payroll or tax-compliance support is required.

Tax, VAT and Intercompany Arrangements

Where a Polish company is owned by, or operates within, an international group, transactions with the parent company and other group entities must be structured carefully from the beginning.

The main areas to consider include:

• Transfer pricing. Services, licences, IP arrangements, loans, management fees and other intra-group transactions must be carried out on arm’s-length terms. Depending on transaction values and statutory thresholds, transfer-pricing documentation and reporting obligations may arise.
• Intercompany agreements. Arrangements between group entities should be documented in writing and reflect the actual allocation of functions, risks, assets and decision-making.
• Intellectual property. The group should determine at an early stage which entity will own IP developed in Poland and on what terms the Polish company will use or transfer that IP.
• VAT. Cross-border B2B services often fall under the reverse-charge mechanism. EU VAT registration may therefore be required.
• Withholding tax. Dividends, interest and royalties paid from Poland to foreign group companies may be subject to Polish withholding tax, although relief may be available under EU rules or applicable double-tax treaties if statutory conditions and documentation requirements are met.

Early planning is particularly important for technology businesses, where software development, IP ownership, licensing, employee incentives and cross-border service arrangements often develop quickly after launch.

Ongoing Legal Support

Our assistance does not end with incorporation. We provide ongoing legal support to Polish subsidiaries, branches and foreign businesses operating in Poland, including:

• corporate governance and shareholder matters;
• KRS filings and registration of corporate changes;
• shareholders’ and management-board resolutions;
• commercial contracts, agreements, terms and conditions and internal policies;
• employment documentation and labour-law advice;
• civil and commercial matters arising in daily operations;
• support for restructurings, financings, intra-group reorganisations and investment transactions.

For foreign businesses planning Polish operations, a Polish sp. z o.o. wholly owned by the foreign parent is often the most balanced structure: it provides operational separation, limits direct parent-level exposure and offers a flexible platform for local employment, contracting and investment. The final choice should nevertheless follow a review of the group’s ownership structure, commercial model, funding arrangements, tax position and long-term plans for the Polish business.