When choosing to establish an office for a foreign company in Poland, entrepreneurs can choose between a branch and a subsidiary in Poland.Our Polish law firm can help you choose the best business form for your company. Subsidiaries and branches each have their own advantages and it is best to seek professional assistance when deciding to invest in Poland.
| Quick Facts | |
|---|---|
| Minimum share capital – branch | 0 PLN |
|
Minimum share capital – subsidiary |
5,000 PLN |
|
Time frame for incorporation – branch |
2 weeks |
| Time frame for incorporation – subsidiary | 1 month |
| Legal representative – branch |
Polish lawyers; |
| Legal representative – subsidiary |
|
|
Corporate tax rate in Poland (for both) |
19% |
| Local bank account for both (YES/NO) |
YES |
| Liability of the parent company – branch |
The Polish branch's debts and liabilities are entirely the responsibility of the parent company |
| Liability of the parent company – subsidiary | To the degree of ownership of the capital in the company |
| Advantages – branch |
No legal personality; The parent company is fully liable for the actions of its branch in Poland; Setting up a branch in Poland is easier and quicker than a subsidiary; Operates within the objectives of the foreign parent company; Distinct and standalone part of the company operating in a different country. |
| Advantages – subsidiary |
Independent of the foreign parent company; Responsible for its business operations in Poland. |
| Documents for opening a branch in Poland |
The name and address of a person authorized to represent the entrepreneur; Applications for state statistical and tax identification numbers. |
| Documents for opening a subsidiary in Poland |
Opening a subsidiary in Poland requires an excerpt from the local company listing authorized signatories (legalized or apostilled) |
| Possibility of hiring local staff for both (YES/NO) | YES |
| Management for branch (Local/Foreign) | Foreign |
| Management for subsidiary (Local/Foreign) | Local |
| Branch best used for | Companies who wish to establish a physical presence in a new location without creating a separate legal entity |
|
Subsidiary best used for |
Companies who wish to establish a new business or expand into a new market without assuming all of the legal and financial risks of the parent company |
Table of Contents
How can I be helped by your lawyers?
Our Polish attorneys offer legal support for foreign companies wishing to set up a branch or subsidiary in Poland. We can assist with:
- determining the best business structure for your company;
- creating and reviewing incorporation papers;
- helping with company and branch registration;
- providing corporate and legal support.
What are the branch registration requirements in Poland?
The general requirements for opening a branch in Poland include the following:
- Location details: upon registration, the branch representatives will offer information on the address and the registered place of business.
- Company details: these are the details about the foreign company, including but not limited to the names of the directors, the members of the Management Board and the Supervisory Board, for those companies that have one.
- Representative details: personal information for the individual assigned as the branch representative in Poland.
- Scope of business: details about the branch’s activities in the country according to the local classification of business activities (the NACE classification).
- Documents: the foreign company needs to submit a decision for the establishment of the branch as well as the decision to appoint the respective branch manager.
What are the steps for opening a subsidiary in Poland in 2026?
Below, our team of Polish lawyers describes the main steps for opening a limited liability company, the Sp.z.o.o.:
- Choose a name: the Polish company needs to have a name and for the subsidiary, it does not need to be the same as in the case of the foreign company.
- Draft the company documents: the Articles of Association are required for the subsidiary as it is independent of the parent company; the foreign company’s Articles will not be used.
- Execute the documents: the Articles of Association will need to be executed in front of a Polish notary public.
- Submit the capital: the Sp.z.o.o has a minimum share capital of 5,000 PLN and this needs to be submitted into a bank account opened for this purpose.
- Register: finally, the company is registered with the Company Register and once
- the registration certificate is issued, it can start its business activities.
What are the advantages of a subsidiary in Poland?
The subsidiary is the most popular business form for foreign entities that choose to begin doing business in Poland. Subsidiaries are legal entities that usually are set up as a limited company in Poland (sp. z.o.o.). The Polish subsidiary is a distinct company in Poland that bears full liability, as opposed to a branch. This form of business entity is recommended for foreign companies that want to limit the liability of their Polish operations. The Polish company will bear full liability for its assets in Poland and the mother company will not have to deal with eventual losses.
What are the advantages of a branch in Poland?
As opposed to the subsidiary, a branch in Poland and in any other jurisdiction does not have legal personality. Although this means that the foreign legal entity bears full liability for the branches’ actions, this form of business entity is easier to set up and can commence its activities faster. The foreign entity needs to appoint a representative for the Polish branch.
Branches in Poland operate within the objectives of the mother company and are essentially a distinct and standalone part of the company, operating in a different country. Our law firm in Poland can offer you detailed information about Polish legal entities.
Our team of attorneys in Poland discusses the advantages of both the branch and the subsidiary below:
What circumstances would require choosing the branch rather than the subsidiary?
This choice will depend on what business goals the foreign company has while doing business in Poland. On the whole, the branch can be chosen if:
- the same activities are going to be carried out by the parent company in Poland;
- there is a need for more simple organization;
- the business needs to test the Polish market before investing into it.
How subsidiary and branch taxation in works in Poland?
The principle for taxation in Poland is territorial, meaning that resident companies are taxed on their worldwide income while non-resident companies only on their Polish-sourced income. For the purpose of taxation, a company is considered a resident one if its place of management or registered seat is located in the country (not applicable to branches).
The usual corporate income tax rate in Poland is 19% and a lower rate of only 9% can apply to certain types of income (except for capital gains) for small companies and companies that start their business activities with no more than 2 million PLN in revenues for that given year (subject to certain exemptions).
Can a branch or a subsidiary hire employees in Poland?
Yes, both the branch and subsidiary may be permitted to engage employees in Poland provided that they adhere to the rules of hiring and social insurance legislation. It is usually expected that an employer will:
- have employment agreements with the employee according to the laws of Poland;
- register their employees for social insurance;
- fulfill payroll requirements; and
- obey the established working hours.
Please contact our attorneys in Poland if you want to open a branch or a subsidiary in 2026.