A company limited by shares is a legal vehicle for conducting business in Poland that foreign undertakings choose most often. An alternative to that is the establishment in Poland of a branch office of a company based abroad. Setting up of a branch of a foreign company in Poland is governed by the applicable legal regulations, including without limitation the Act on Freedom of Business Activity of 2 July 2004.

The Act on Freedom of Business Activity referred to above, as currently stated, defines a branch as a separate and organisationally independent part of a business, operated by the undertaking outside its seat or the principal place of business. Branches in Poland can be set up not only by entities already engaging in business activity and based in Poland but also by foreign persons, i.e. natural persons (individuals) who are not Polish citizens and legal persons or other incorporated organisational units with their seats outside Poland (the so-called foreign persons).

Undertaking and conducting business activity by foreign persons established in the EU Member States, member states of the European Free Trade Agreement (EFTA) – parties to the European Economic Area Agreement, and foreign persons from countries which are not parties to the EEA Agreement but may exercise the economic freedom under the terms of agreements concluded by those countries with the European Community and its Member States, and citizens of other countries than those listed above who are holders of the relevant permit in Poland, e.g. settlement permit, may undertake and conduct a business activity in Poland on the same terms and conditions as Polish citizens. This means that those entities and persons may inter alia establish branches of their own businesses. Foreign undertakings based in countries other than those listed above may set up branches in Poland on a mutual basis (i.e. if the other state also allows the establishment of branches in their territory by Polish citizens) unless the ratified international agreements provide otherwise.

A branch is established by filing a relevant application with the appropriate Business Register with effect upon registration. The application needs to be accompanied by all the required enclosures and documents. The establishment of a branch does not require that the Articles of Association be drawn up or the share capital accumulated, but the undertaking setting up branches in Poland is required to designate individuals holding the power to represent the branch, separately for each of the branches.

The branch of a foreign undertaking operates in Poland under the same business name as the main part of the business setting up the branch and is accompanied by the designation of the legal form of the foreign undertaking translated into Polish. The words oddział w Polsce (branch in Poland) are also added to the business name. It must be borne in mind that the branch may operate its business activity only to the extent of the objects of business of the foreign undertaking.

The branch of a business in Poland operates on a stand-alone basis, manages its own finances, maintains its own accounting (which must be in Polish and comply with the Polish accounting regulations), as well as drawing up its own financial statements. However, branches are not vested with separate legal personality. This means that the foreign undertaking is liable without limitation for the obligations of its branch.