Permanent establishment: can a company be a dependent agent?

Foreign companies conducting business activities in Poland often wonder whether the measures they undertake may result in the creation of a permanent establishment (“PE”) for CIT purposes. In the context of international corporate groups, an additional interesting question arises as to whether a Polish company can create such a permanent establishment for a foreign company, for example its German parent company, and whether this would mean that the parent company is required to pay income tax in Poland. Unfortunately, the answer is not straightforward, as both the established case law and current tax rulings leave considerable room for doubt in this respect.

As we have already discussed the concept of a permanent establishment in a previous article, this article focuses on one of the key issues associated with this phenomenon: the concept of a dependent agent.

Who is a dependent agent?

A dependent agent may be an entity that: 

• acts on behalf of a foreign enterprise,
• has and habitually exercises the authority to conclude contracts on behalf of a foreign company,
• remains in a relationship of dependence with a foreign enterprise.

Such an entity may be either a legal person or a natural person.

Let us imagine a situation in which a German parent company owns a Polish subsidiary within its corporate group, holding 100% of its shares. Such a scenario is fairly typical and frequently encountered in business practice. It is also common for such a subsidiary, in the ordinary course of its business, to perform certain tasks for the parent company, for example acquiring customers or participating in the conclusion of contracts between the German company and counterparties in Poland.

In this context, however, the question arises whether such a Polish company may act as a dependent agent. The answer is not clear-cut, as much depends on the degree and scope of its powers as well as its actual role in the transaction conclusion process. According to the approach presented in tax rulings, the key issue is determining whether the company’s activities are preparatory or auxiliary in nature, whether it actually acts on behalf of the enterprise acting as the parent company, for example by concluding contracts in its name, and whether it conducts an independent economic activity or merely acts as a representative of the parent company.

Importantly, where a relationship exists between a Polish company and a foreign company (i.e. within a corporate group), a permanent establishment does not necessarily arise. This is confirmed by tax rulings in which foreign companies raised doubts in this regard, including the ruling of 29 January 2026, reference no. 0114-KDIP2-1.4010.678.2025.2.MW.

Permanent establishment in Poland – how to manage the risk and what to do if one is recognised?

Having established when an enterprise’s activities may be regarded as those of a dependent agent, it is time to answer the question posed at the outset: can a company act as a dependent agent?

The experience of the tax advisers at RSM Poland shows that this is possible; however, each case depends on the specific circumstances of the business concerned. In practice, this means that the existence of a dependent agent in the form of a company operating in Poland may lead to the creation of a permanent establishment, which in turn entails a range of consequences and new challenges connected with conducting business activities in Poland. 

Given the complexity and ambiguity of the regulations, as well as the potential consequences of incorrectly classifying the nature of a Polish subsidiary’s activities, it is worth considering support in the area of CIT compliance services, which help ensure the proper fulfilment of tax obligations and reduce the risk of errors that may result in financial penalties.

If you have any doubts regarding the risk of creating a permanent establishment or require support with ongoing CIT compliance in Poland, we encourage you to contact the experts at RSM Poland. We will be pleased to answer any questions and propose both the necessary steps to be taken and solutions tailored to your individual needs that help mitigate adverse tax consequences.