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Set up a liaison office in Poland

Set up a liaison office in Poland

liaison office in Poland (also known as a representative office), acts as a communication channel between the parent company and the suppliers or customers in the country the liaison office is situated in.

Polish liaison office is legally dependent and subordinate to the foreign company and cannot run any commercial activity per se. It is not considered an independent unit in terms of assets and may only conduct activities in the field of advertising and promotion of the foreign company.

 Quick Facts  
Liaison office in Poland – definition A liaison office in Poland is an establishment that serves as a communication channel between a foreign parent company and its suppliers or customers in Poland

Uses for liaison offices in Poland

Market research;

Gathering relevant information about the local business environment;

Building and maintaining relationships with suppliers, customers, and other stakeholders in Poland, etc.

Setting up a liaison office in Poland

Submit application and relevant documents to the Minister of Economy;

Pay stamp duty;

Use the name of the foreign company, translated into the Polish legal form.

Necessary documents

– application form,

– document confirming foreign trader's registration,

– document specifying registered office address and representation rules,

– authorization document for representative,

– stamp duty proof of payment.

Corporate income tax

A representative office in Poland is exempt from corporate income tax due to the restricted scope of its activities 

Costs

– office space rental,

– utilities and maintenance,

– employees' salaries,

– administrative costs,

– marketing budget, etc.

Mandatory for opening a company in Poland (YES/NO)

NO, a representative office is not a mandatory requirement for company formation in Poland

Liability

A representative office does not have its own legal identity, separate from the parent company;

Therefore, the parent company holds full responsibility and liability for any actions or obligations coming from the representative office's activities.

Office representative

Companies are required to appoint an individual to act as their representative in Poland;

The individual does not have to necessarily be a Polish citizen or speak the Polish language.

Time limit 2 years 
 Accounting

Companies are required to keep separate accounts for the representative office, in Polish language and comply with the applicable accounting regulations;

Contact our accountants in Poland if you need help with these services.

 VAT

The liaison office is not registered to pay VAT;

It cannot request any VAT refunds.

Incorporation time (approx.) 

1 month 

Advantages of opening a representative office in Poland

– flexibility and cost efficiency,

– testing market potential,

-communication and support,

– brand awareness,

– no taxes,

– fast and simple incorporation process.

Assistance  Our specialists in Polish company formation offer guidance and assistance in opening a liaison office in the country

The characteristics of the Polish representative office

The representative office has a limited business scope compared to a Polish company or a branch in Poland. However, it can be very useful for companies operating in certain business fields to test the market before incorporating a Polish company.

The purpose of the office is strict: gather and provide information about the Polish market, advertise and promote the foreign company. The representative office in Poland will not engage in economic transactions or in the specific business actions of the parent company abroad.

The company abroad can appoint a representative in Poland who will handle the promotional activities.Our team can help represent your best interests in Poland and handle the office-related activities through a power of attorney if needed.

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Setting up a liaison office in Poland

liaison office in Poland has no legal personality and has a limited scope of doing business in this territory. The establishment procedure requires the registration of foreign companies in the register maintained by the Ministry of Economy in Poland. Thus, a liaison office uses the name of the foreign entrepreneur, which is translated into Polish legal form with the addition of the words “Representation in Poland”.

From January 2012 Poland has established new rules governing the formation of liaison offices and obtaining the registration of foreign companies. The same law also fixed the stamp duty for registration.

In order to complete the procedure of setting up a liaison office in Poland, the application for registering foreign companies, along with the required documents and proof of payment for the stamp duty can be sent either by mail, either submitted directly to the Polish Ministry of Economy, headquartered in Warsaw. After the transfer of the required documents, the registration certificate is sent by registered letter with acknowledgment of receipt. 

How to register a liaison office in Poland

The good news is that any foreign business can open a representative office in Poland, even if their home country is not part of the European Union or the European Free Trade Agreement. 

As mentioned above, to open a representative office, you need to get listed in a record called the “register of representative offices for foreign businesses“, maintained by the Minister of Economy. If the application follows all the proper rules, the representative office will be officially recorded in the register. This application will cost a fee of 1000 PLN.

Foreign businesses also need to show that they have a legitimate claim to the space where the office will be located. This could be a lease agreement or some other form of evidence. The office location can even be a virtual office.

It usually takes around one month for a decision to be made about the application regarding opening a representative office in Poland. However, there might be cases where it takes longer, but the Ministry will notify if that’s the situation.

It is also needed to choose someone who will officially act on the parent company’s behalf. This person doesn’t have to be a citizen of Poland, and they don’t necessarily have to know the Polish language. They will be the official point of contact and decision-maker for the parent company in Poland.

Those also interested in registering a company in Poland can contact our team for support.

You can also watch the video below for more information:

Documents required for setting up a liaison office in Poland

The Polish law states that certain documents must be provided in order to register a liaison office in Poland, starting with the actual application that needs to be completed with the company information. Requests for registering a liaison office in Poland must be written in Polish and contain the following information:

  • – The name, domicile and legal form of the foreign entrepreneur;
  • – The business activities of the foreign entrepreneur;
  • – The name and address of residence of the Polish individuals delegated to represent the foreign entrepreneur;
  • – Address of principal representative on the Polish territory in which are stored the original documents related to the activities of representation.

The application must be accompanied by the following documents:

  • – Copy of the document certifying the registration of the foreign entrepreneur, in the form of a Haga Apostil if the trader is registered in a State party to the Hague Convention of 1961. Businesses registered in other countries that are not party to the Hague Convention must provide an official copy of the document certifying the registration of the entrepreneur in the origin country, which shall be certified by legalization
  • – Officially certified copy of a document specifying the address of the foreign entrepreneur, the representation of foreign entrepreneurs and persons authorized to represent
  • – A certified copy of the document authorizing the foreign entrepreneur to use the premises for opening a liaison office in Poland.

Accounting and taxes for representative offices in Poland

Companies that operate a representative office in Poland must maintain separate financial records specifically for that office. These records need to be in Polish and follow the accounting rules. We also offer accounting services in Poland to help you in this situation.

As for VAT, the liaison office itself doesn’t have to pay it because it’s not operating as an independent business. However, the parent company can request a reimbursement of VAT for expenses made by the representative office and also for VAT paid as part of the representative office’s operations. 

Since a representative office cannot make direct sales in the country, it is not required to pay any corporate income taxes. There is also no minimum share capital required to open a liaison office in Poland. 

A liaison office is not a business form that is subject to complex tax requirements, however, for all investors who decide to incorporate in Poland once their liaison office has been functioning for some time, it is advisable to seek proper accounting services in Poland. Our team of tax specialists and accountants can help answer your questions once you decide to transition from a liaison office to a business form. We also provide support if you choose to open a company in Poland.

Removal or closure of a liaison office in Poland

There are several reasons why a representative office in Poland might get removed. It can be taken off the register automatically if: 

  • – a parent company significantly violates Polish laws; 
  • – the parent company enters liquidation or loses the right to engage in business;
  • – the parent company’s actions jeopardize Poland’s security, national defense, classified information labeled as “confidential” or higher, or other crucial public interests; 
  • – the parent company is deregistered from the confirming document for foreign trader registration. 

Closing a representative office in Poland can also happen upon the parent company’s request. We can assist in both closing and opening a representative office in Poland, as well as in closing or opening a Polish company.

We also inform you that the Ministry can refuse your request for your application if it involves activities beyond advertising and promotion or if it considers it could jeopardize national security. 

You can rely on our team for more details regarding Polish company formation.

Opening a liaison office in Poland is a great idea if you are thinking about entering the Polish market, especially considering these statistics about why you should invest in Poland:

  • – Poland’s GDP was over 679 billion dollars in 2021;
  • – In 2021, agriculture made up approximately 2.22% of Poland’s total GDP;
  • – Industry contributed about 27.86 of the total GDP in 2021;
  • – The service sector played the largest role, accounting for 56.9% of the GDP in 2021.

Find out more about setting up a liaison office in Poland by contacting our company formation specialists.