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A foreign group opening in Poland is choosing between three things, and only the first is a Polish company. A subsidiary is a Polish company the group owns, in practice almost always a spółka z ograniczoną odpowiedzialnością (Sp. z o.o.), with its own legal personality, its own entry in the Krajowy Rejestr Sądowy and its own tax position. A branch (oddział przedsiębiorcy zagranicznego) is not a separate company: it is the foreign company itself operating in Poland under its own name, entered in the KRS in the section kept for branches of foreign entrepreneurs. A representative office (przedstawicielstwo) may only advertise and promote the parent, and cannot trade.
Most groups that ask us this are opening a software delivery centre, a shared service centre or an engineering team in Warsaw, Krakow, Wroclaw or Poznan, and nearly all of them end with the subsidiary. The branch looks simpler on the registration form, and the consequences of the difference show up later, in liability, in tax and in the accounts.
| Question | Subsidiary (Sp. z o.o.) | Branch (oddział) | Representative office |
|---|---|---|---|
| Legal personality | A separate Polish legal person, distinct from the parent | None. The foreign company is the legal person, the branch its Polish establishment | None, and not a trading vehicle |
| Liability of the parent | Limited to what the parent puts into the share capital, subject to the rules on management board liability and to any guarantees the group signs | Unlimited. An obligation of the branch is an obligation of the foreign company | The parent answers for it |
| Tax residence and CIT | Polish tax resident, files its own CIT-8 at 19 per cent, or 9 per cent as a small taxpayer. The ryczałt od dochodów spółek, the Polish version of Estonian CIT, is open to it | No separate residence. Polish CIT reaches the income attributable to the permanent establishment, the rest stays with the parent | No trading income, although payroll obligations arise if it employs anyone |
| VAT | Registers in its own name on the VAT-R form, and for VAT-EU to invoice across the single market. Compulsory above the PLN 200,000 turnover threshold, and usually taken voluntarily from day one | Not a separate taxable person. The foreign company itself is registered for Polish VAT where its activity requires it | No taxable supplies, so normally nothing to register |
| Accounting and filing | Full Polish books under the Ustawa o rachunkowości, statements filed at the KRS within 15 days of shareholder approval, CIT-8 and JPK_VAT. Audit once two of three thresholds are passed: balance sheet total PLN 2.5m, revenue PLN 5m, 50 employees | Separate accounting records for the Polish activity, kept in Polish | Light, since it may not trade |
| What the register shows | Its own KRS number, NIP and REGON, its own management board and its own beneficial owners in the CRBR | A KRS entry under the parent’s own name, with a named person authorised in the branch to represent it | Not a KRS company entry. Representative offices sit on their own register |
| Closing it | A shareholder resolution, a formal liquidation with a named liquidator, then deletion from the KRS. Months, not weeks | The parent resolves to close it, the affairs are wound up and the entry is deleted. Obligations stay with the parent | Deletion from that register |
The forms themselves, including the P.S.A. and the partnerships, are compared on types of companies in Poland, and winding up on company liquidation in Poland.
Liability is the first reason and usually the decisive one: a delivery centre that hires, signs leases and takes on customer obligations is doing exactly what a group does not want landing on the parent. The rest of the case is more mundane and just as real.
This is where group formations lose weeks. A Polish notary is being asked to accept documents issued under another country’s law, so the chain has to be complete before the appointment rather than during it.
Every foreign document is apostilled under the Hague Convention, or consular legalised where the issuing country is outside it, then sworn translated into Polish. Signature is possible before a notariusz in person, at a Polish consulate, by power of attorney to our Warsaw attorney, or by qualified electronic signature under eIDAS on the S24 track. S24 works from template articles, so a group that needs bespoke articles, share classes or a shareholders’ agreement takes the notarial route. Nobody from the parent has to travel for any of this, which is the subject of company formation for non-residents. The step by step process is on company formation in Poland.
An Sp. z o.o. registered through S24 is entered in the KRS in 2 to 5 working days, notarial formation runs 2 to 4 weeks, and a ready made Sp. z o.o. transfers in 3 to 5 working days when a customer contract or an employment start date is already fixed. The entry is not the finish line: NIP and REGON come with it, the NIP-8 form follows, VAT-R and VAT-EU are filed separately, the CRBR declaration is due within 14 days, ZUS registration comes before the first hire, and the account is opened once the KRS number exists. Plan on invoicing and employing three to four weeks after the entry.
People search for entity setup in a named city, so it is worth saying plainly that Polish company law is national. The Kodeks spółek handlowych, the CIT rate, the accounting rules and the KRS procedure are the same in Krakow as in Gdansk. The siedziba in the articles decides three practical things.
Everything the group actually cares about when it picks Krakow or Wroclaw, the talent pool, salary levels, university pipelines and offices, is a location decision rather than a company law one. The registered office can be moved later by amending the articles and filing at the KRS, so the choice is reversible, though that amendment is notarial rather than a form. Registered addresses in those cities are covered under company administration in Poland.
A subsidiary is a Polish reporting entity from the day it is registered: books under Polish rules, almost always through a biuro rachunkowe, monthly or quarterly JPK_VAT, the annual CIT-8, statements filed at the KRS, and a CRBR record refreshed within 7 days of any change in beneficial ownership. Groups that last looked at Poland a few years ago should note that the CRBR is no longer open to everyone: since 1 July 2026 only authorities and obliged institutions have direct access, and anyone else has to show a legitimate interest connected with money laundering prevention. Charges between parent and subsidiary are related party transactions, so they have to be set at arm’s length and documented once the statutory thresholds are passed, which for a delivery centre billing the parent on a cost plus basis is the normal case. Banking is covered on bank accounts in Poland and worldwide, and the market as a whole on our Poland overview.
A subsidiary is a Polish company, normally an Sp. z o.o., with its own legal personality, KRS number and tax residence, and the parent risks only what it puts into the share capital. A branch is the foreign company itself, registered to operate in Poland under its own name: no separate personality, the parent liable for everything it does, and Polish CIT reaching only the income attributable to the permanent establishment.
Yes. A single shareholder Sp. z o.o. owned by a foreign parent is ordinary, and the KRS will register a wholly foreign management board. Shareholders face no residency, nationality or permit requirement. The point to watch is a permit rather than company law: a board member from outside the EU and EEA who performs the role in Poland for more than six months in any twelve month period needs a type D work permit.
Not for company law, tax or filing obligations, which are national. The city decides which registration court handles the application, and those courts move at different speeds, with Warsaw slowest and several regional courts entering a company inside a week. It also fixes the tax office and the ZUS branch. The rest of the choice, talent, salaries and offices, is operational.
Two to five working days for the KRS entry through S24, or two to four weeks through a notarial deed, which is the route most groups need because their articles are not standard. A ready made Sp. z o.o. transfers in three to five working days. Add three to four weeks after the entry before the company can comfortably invoice, employ and bank.
By dividend, after the subsidiary has paid Polish CIT on its own profit. A Polish company falls within the EU Parent-Subsidiary Directive and the Interest and Royalties Directive, and within more than eighty Polish double taxation agreements. Relief is not automatic: the treaty is checked case by case, the principal purpose test under the Multilateral Instrument applies, and the Polish pay and refund withholding mechanism bites above a statutory annual threshold.