Establishing Companies by Foreign Investors
In the offshoring and nearshoring model, foreign companies establish their "branches" in Poland: subsidiaries or branches that conduct real operational activities here. KHM Law Firm comprehensively establishes and services such entities, from the first decision on legal form through to their day-to-day operations.
What form can a Polish "branch" of a foreign company take?
Depending on the objectives, scale of activity and tax implications, entry into the Polish market is most commonly effected in one of three forms:
- Subsidiary (daughter company) — most commonly a limited liability company (sp. z o.o.), wholly or partially owned by the foreign parent company. It is a separate Polish entity with its own legal personality and limited liability of shareholders. A flexible solution and the most frequently chosen one.
- Branch of a foreign entrepreneur: not a separate company, but a distinguished part of the foreign entrepreneur; it operates exclusively within the scope of its activity and is subject to entry in the National Court Register (KRS).
- Representative office: the narrowest form, serving exclusively for the promotion and advertising of the foreign entrepreneur in Poland.
The rules for conducting business by foreign entities are governed by the Act of 6 March 2018 on the principles of participation of foreign entrepreneurs and other foreign persons in commercial transactions on the territory of the Republic of Poland. Entrepreneurs from the EU and EFTA may operate on the same terms as Polish ones; investors from outside the EU have primarily capital companies and some partnerships at their disposal.
Selecting the appropriate form is one of the key moments in the entire process, and the first where we provide assistance.
Who do we help?
- Foreign investors entering the Polish market and seeking the optimal business structure
- Capital groups establishing a Polish subsidiary, e.g. IT teams, manufacturing, commercial or logistics operations
- Foreign entrepreneurs opening a branch or representative office in Poland
How KHM Law Firm can help
- We advise on the choice of legal form
- We prepare the articles of association and full incorporation documentation, also in bilingual versions (PL/EN)
- We carry out registration in the National Court Register (KRS) and obtain a Tax Identification Number (NIP), statistical number (REGON), and file notifications with the Central Register of Beneficial Owners (CRBR)
- We represent clients in registration proceedings, including remotely and on the basis of a power of attorney
- We provide ongoing legal services (shareholders' meetings, amendments to the articles of association, minutes, resolutions)
- We support in ancillary agreements: leases, employment contracts and B2B contracts, commercial agreements
- We advise on cross-border issues: transfer pricing in settlements with related entities and more
Why KHM?
We provide comprehensive legal services, from the establishment of the entity through to its day-to-day operations, ensuring that the foreign investor has a single, permanent legal partner in Poland. We operate throughout Poland, in a remote model, with the option of a meeting at our office in the centre of Kraków.
If you are planning to establish a Polish company or branch in the context of offshoring or nearshoring, we invite you to contact us. We will analyse your situation and propose an optimal structure.