Representative offices of foreign entrepreneurs – what is worth knowing about the entry?

Foreign business owners may appoint a representative based in the territory of the Republic of Poland with the sole purpose of prompting and advertising their company and by such does not constituting a separate organisational unit. The following requirements stated below must be fulfilled in order to appoint such foreign business representative.

Registration

The process of appointing a representative of a foreign business entity, requires a special entry in the register.

The entry is valid for 2 years. In the event of extending the period, a request must be submitted by the business owner within the last 90 days of the entry’s validity (Article 25 of the Act on the principles of participation of foreign entrepreneurs and other foreign persons in economic turnover in the territory of the Republic of Poland).

IMPORTANT NOTICE: At business owner’s own request, the entry can be removed from the list.

Formal requirements of the entry

In order for the entry to be accepted, it must comply with the legal requirements regarding representatives of foreign business organizations such as:

1. Being drawn up in Polish.
2. Including the name, registered office, and identification of the legal form of the business owner.
3. Identifying the focus of the main business activity.
4. Indicating the address of the representative office in the territory of the Republic of Poland.
5. Including the name of the person authorised to represent the organization.

In case of failing to deliver the formal requirements, the business owner who submitted the entry will be notified to rectify it within 7 days beginning with the day of receiving the said notification.

The entry must contain the following:

1. An official copy of the document confirming the registration of the foreign business owner under which it carries out its activity.
2. Officially certified document indicating the address of the registered office, rules of representation, persons authorised to represent.
3. A document confirming the authority of the person indicated in the entry to represent the organization.

IMPORTANT NOTICE: The business owner is obliged to hold the legal title to the property they have indicated in the register as the registered office of their company.

Obligations of the foreign business owners with regard to their representation

Appointing a representative of a foreign business organization in the territory of the Republic of Poland, the business owner is obliged to:

1. Use the original name of the company with a clarifying statement ‘representative office in Poland’ added to it.
2. Update of factual and legal information.
3. Keep separate accounting in Polish.
4. Authorise a person to represent their foreign business organization (Article 29 on the principles of participation of foreign entrepreneurs and other foreign persons in economic turnover in the territory of the Republic of Poland).

Legal basis
Act of 6 March 2018 on the principles of participation of foreign entrepreneurs and other foreign persons in economic turnover on the territory of the Republic of Poland.