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(ostatnia aktualizacja tekstu: 2004-06-25 14:49:26)
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BRANCH OFFICES
Foreign entrepreneurs may set up branch offices in the territory of Poland for the purpose of carrying out business activity on this territory. The rights of foreign entrepreneurs depend on whether Polish entrepreneurs abroad enjoy equivalent rights under international agreements (the principle of reciprocity), and whether any international agreements ratified by Poland do not provide otherwise.
In compliance with the standards of the European Agreement, Poland is making efforts to align its business laws with the legislation of the European Community, in order to facilitate the taking up of business activity on its territory by businesses and citizens of the European Community.
1) Objects of business activity
The business activity of a branch office must overlap with that of the foreign entrepreneur. However, its objects do not have to be as extensive as those of the foreign entrepreneur's business activity carried out abroad. In other words, the business pursued by a branch office may constitute only a part of the entire business operations of the foreign entrepreneur.
2) Entry in the Register of Entrepreneurs
A branch office may engage in business activity following its entry into the Register of Entrepreneurs. The principles of registration are laid down in the Law of 20 August 1997 in the National Court Register (Journal of Laws, No 121, item 769 as amended). Apart from complying with the requirements of the above-mentioned law, the foreign entrepreneur must meet the following formal requirements in order to obtain an entry in the Register of Entrepreneurs :
1. disclose the first name, surname and address in Poland of a person authorised to represent the foreign entrepreneur in the branch office,
2. attach sample signature, certified by a notary, of a person authorised to represent the foreign entrepreneur in the branch office,
3. attach a certificate issued by the appropriate Polish representation abroad, attesting that in accordance with the principle of reciprocity, Polish entrepreneurs are permitted to operate in the country in which the foreigner has permanent residency or a registered office on the same terms and conditions as are provided for entrepreneurs having permanent residency or a registered office in that country; such certificate is not required if an agreement providing for the principle of reciprocity is in place between Poland and the relevant country or if international agreements ratified by Poland provide otherwise,
4. if he or she operates pursuant to a founding deed, the articles of association or the statutes - place such instrument in the registration files of a branch office together with a sworn translation into Polish; if the foreign entrepreneur sets up more than one branch office in Poland, such instrument may be placed in the registration files of only one branch office, provided that a reference is made in the registration files of other branch offices together with the identification of the Court in which such files are kept and the number of the Registry division,
5. if he or she exists or operates pursuant to the entry in the Register - place an excerpt of such Register together with its sworn translation into Polish in the registration files of a branch office,
6. if he or she operates in the form of a company not governed by the laws of any of the EU Member States - provide a statement in which he or she indicates to what extent the share capital has been financed by contributions, provided that the laws of the country in the territory of which the company has a registered office allow for a partial contribution towards the share capital.
3) Obligations of a branch office
A branch office is obliged to:
1. use the name of the foreign entrepreneur in the language of the country in the territory of which his registered office is located, together with the Polish translation of the entrepreneur's legal form of operating and with the phrase "oddział w Polsce",
2. keep separate books in Polish in accordance with the provisions of laws on accountancy,
3. notify the Minister of the Economy of any factual and legal changes, such as the winding-up of the foreign operator establishing the branch office or forfeiture of his right to conduct business activity or possess property, no later than within 14 days following the occurrence of such changes.
The obligations referred to above are the same as for Polish businesses.
Accounts may be kept in accordance with requirements applicable in the entrepreneur's country of residence. Polish law requires, however, a branch office to maintain separate accounts in accordance with the provisions of Accountancy Law of 29 September 1994.
4) Ban on the activities of a branch office
After consulting the Minister responsible for the subject area pertaining to the foreign entrepreneur's business activity, the Minister of the Economy may issue a decision banning the activities of a branch office on the following grounds:
1. a branch office has committed a gross violation of Polish law or has failed to notify the Minister of the Economy of any factual or legal changes referred to in point 2,
2. winding-up proceedings have been instigated against the foreign operator establishing the branch office or the right to conduct business activity or possess property has been forfeited by that entrepreneur,
3. activities of the foreign entrepreneur or of his branch office pose a threat to national security and defence or a State secret or to any other important public interest.
Text source: Polska Agencja Informacji i Inwestycji Zagranicznych (PAIiIZ) |
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Polskie Placówki
