When foreign investors choose to open a company in Poland
, they have the option of choosing between a branch and a subsidiary
. Polish legislation allows foreign investors to open companies just as any other Polish citizen, so the choice regarding the optimal business entity relies solely on the parent company abroad.
is basically a Polish limited liability company
that will have to observe all the applicable rules and regulations for taxation and accounting in Poland. The types of businesses that will most likely opt to open a subsidiary
will be small and medium sized companies.
Together with a Polish company formation expert
you will be able to decide what type of company
suits your needs and our experts will also carefully explain to you the biggest difference between Polish branches and subsidiaries
: the liability of the parent company abroad.
The advantages of a subsidiary in Poland
A subsidiary in Poland is independent from the mother company abroad and this gives it the greatest advantage, compared to a branch in Poland. The foreign company that wants to open a branch in Poland will have to prepare to bear all the liabilities of the Polish unit. However, a subsidiary will be treated as any other Polish company and will be liable for its business activities in Poland.
Unlike the branch, the subsidiary will take more time to register, but foreign business owners who are concerned with the liabilities that will fall upon the mother company are willing to make an extra step and open a subsidiary instead of a branch.
Those who want to register a company in Poland will have to follow a few basic steps and comply with the regulations concerning the minimum share capital and the mandatory registration documents.
Open a subsidiary in Poland
A limited liability company in Poland requires a minimum share capital
of 5,000 PLN divided into non-transferable shares. The name of a limited liability company must be unique and followed by the termination “spolka z o.o” (or abbreviated Sp. Z.O.O.). The management is assured by a Board of Managers, whose members are chosen by the Supervisory Board or by the general meeting of the shareholders.
The rules for Polish company formation
require the following document whenever registering a subsidiary: the foreign company’s decision to open a subsidiary in Poland
, the subsidiary’s Articles of Association stating the name and address of the subsidiary, the internal regulations, the objectives, the name of the shareholders, their contribution to the capital and details regarding the shares and their attached rights. Also, a bank account
must be opened for the subsidiary in Poland
A Polish subsidiary
is considered a legal entity with the same rights and obligations as a local company so it’s necessary to register for VAT