Representative office of a foreign company in Poland: all you need to know about regulations and procedures

Foreign entrepreneurs who plan to enter the Polish market have several forms of presence to choose from. A notable one is a representative office, which is sort of “extension” of the international structure in Poland. A representative office offers a simplified form of activity and involves major limitations, which are worth knowing before making the decision to set it up.

What is a representative office of a foreign enterprise?

The operations of representative offices are regulated in particular in the Polish Act of 6 March 2018 on the Rules of Participation of Foreign Enterprises and other Foreign Persons in Commerce on the Territory of the Republic of Poland.

A representative office – unlike the more common limited liability company – is not a separate legal entity and does not have commercial autonomy. In fact, it is an organisational unit of a foreign enterprise, and its scope can only include advertising and promotional activities for that enterprise. It means that the representative office is an integral part of the structure of its parent company.

Another considerable difference with limited liability companies is the fact that representative offices are entered in the Register of Representative Offices of Foreign Enterprises maintained by the Polish Minister of Economic Development and Technology, and not in the National Court Register.

The most important limitation – selling products or services not allowed

The scope of the activity of a representative office is strictly limited. It can only pursue advertising and promotional activities on behalf of its foreign parent entity. In practice, it means that its main functions are brand awareness and supporting the sales of goods or services of the foreign enterprise, without running full-fledged commercial operations.

As a result, the activities of a representative office are much narrower than those of other forms – a limited liability company or a branch of a foreign enterprise, which can carry on regular business activities. 

Registration procedure step by step

Registration of a representative office in Poland requires submitting an application in Polish which contains basic information about the foreign enterprise, namely its name, registered office, legal form, core activity, and details of the person authorised to represent it. Indicating the address of the seat of the representative office in Poland is also necessary.

The application should be appended with documents confirming registration of the enterprise abroad and its rules of representation (unless they directly arise from the registration documents). Another necessary step is granting authorisation to the person acting on behalf of the enterprise and specifying this person's identification details.

An important thing to remember is the fact that all documents in foreign languages have to be translated by a sworn translator, and some of them – depending on the country – need to be authenticated, as appropriate (with an apostille or legalisation). If the application contains errors, the applicant will be summoned to correct them, within a minimum period of seven days.

As an end remark, an important practical issue: the enterprise must have legal title to the property indicated as the seat of the representative office. 

Duration of registration and its extension 

The entry in the Register of Representative Offices is valid for two years from the moment of it being made. The duration can be extended by submitting a relevant application within the last 90 days prior to the expiry of the registration. The extension is valid for two subsequent years.

Basic obligations

A foreign enterprise which has a representative office in Poland has to comply with several basic obligations. First and foremost, it needs to use the full name of the foreign enterprise with an added inscription “przedstawicielstwo w Polsce” (representative office in Poland). Furthermore, it is obliged to keep separate books of account in the Polish language and report all changes concerning the representative office within 14 days from the moment they arise.

As mentioned above, it is also important to appoint the person authorised to act on behalf of the enterprise.

Legal risks – in what situations can the entry be forfeited?

Even though an entry in the Register of Representative Offices establishes the right to conduct promotional activity in Poland, it is not granted unconditionally. The minister automatically issues a decision to deregister the representative office in the event of certain violations or material changes occurring on the part of the foreign enterprise.

The most important grounds for deregistration are:

1. Serious breach of Polish law by the foreign enterprise
2. Lack of legal title to the property which was indicated as the seat of the representative office
3. Liquidation of the foreign enterprise or forfeiture of the right to conduct business activities
4. Threat to the national security or important public interest
5. Striking the enterprise off the foreign register
6. Failure to report material changes concerning the representative office

In practice, it means that the enterprise should track compliance of its activities on an ongoing basis and make sure that the data in the register is always up to date. Another important aspect is to indicate the correct address of the representative office, as all letters, including the decision to deregister, are delivered to that address. Remember that if the address changes and the change is not reported, all correspondence delivered to the old address is still legally effective.

Bottom line

A representative office is a relatively convenient and simple way to enter the Polish market, especially at the stage of raising brand awareness. 

It makes it possible to conduct promotional activities without setting up business on a full scale. A representative office is often the first solid step towards further economic expansion in Poland. However, setting up a representative office still involves a number of relevant legal and formal requirements, which must be complied with in order to properly register the representative office or prevent its deregistration.