Deciding to move a business to Poland is rarely a snap decision - usually the EU market, the clients, the banks and the wish to work in a jurisdiction you can read stand behind it. But the moment it gets practical, a fork appears: set up a new sp. z o.o. (spółka z ograniczoną odpowiedzialnością - limited liability company) here, register an oddział (branch) of your foreign company, or stop at a przedstawicielstwo (representative office)? The forms look alike and differ radically - right down to whether you can earn money at all. Here are the three ways onto the Polish market, so you choose with your eyes open rather than at random.
Three ways onto the Polish market
A foreign company can be present in Poland in several forms, and they are not equal. A new sp. z o.o. is a standalone Polish company that runs full commercial activity. An oddział (branch) is a unit of the foreign company, also allowed to trade, but only within the scope of the parent's business. A przedstawicielstwo (representative office) covers advertising and promotion of the parent only, with no right to trade or earn income in Poland.
It is that last one that is most often misread: a representative office is not a "lightweight company", it is a structure with no right to do business. You cannot sell through it.
A new sp. z o.o. - a full company
The most versatile route. You create a separate Polish legal entity that lives its own life: it signs contracts, hires people, pays Polish taxes, opens an account, and can serve as the basis for a karta pobytu (residence card) for the owner and staff.
When this is the best choice:
- you need full access to the EU market and Polish contracts;
- you plan to hire, lease premises, run real turnover;
- limited liability and independence from the parent company matter;
- the business wants to put down roots in Poland for real.
Registration goes through S24 or a notary, with 5,000 PLN of share capital. The wrinkles for a foreigner without a PESEL are covered in the article on registering a sp. z o.o. without a PESEL, and the basic procedure in our guide to opening a sp. z o.o..
Oddział - a branch of the foreign company
An oddział (branch) is not a separate legal entity but a distinct unit of your foreign company in Poland. It can run commercial activity, but only within the scope of the parent's business, and it is registered in the KRS (Krajowy Rejestr Sądowy - National Court Register).
Key features:
- not a separate entity - the parent company answers for the branch's obligations;
- activity is limited to the parent's scope;
- a designated representative responsible in Poland is required;
- it keeps separate books and reporting.
A branch fits when you want a presence under the already-known name of the parent brand and want to run the same business here, without creating a new legal entity.
Przedstawicielstwo - a representative office with no right to trade
The most restricted form. A przedstawicielstwo (representative office) serves purely to advertise and promote the parent company. It is entered in a dedicated register kept by the relevant ministry, and it has no right to run commercial activity or earn income in Poland.
What it can and cannot do:
| Action | Representative office |
|---|---|
| Advertising, promoting the parent company | Allowed |
| Market research, contacts | Allowed |
| Renting an office, hiring for these purposes | Allowed |
| Sales, contracts, income | Not allowed |
| Full commercial activity | Not allowed |
A representative office is a scouting move: presence, name recognition, groundwork before a full entry. The moment you need to earn, you switch the form to a spółka or a branch.
What to weigh under any option
Whatever form you pick, some entry questions are common to all:
- bank account - opening one for a structure with foreign owners takes document preparation; we have a separate article on it;
- taxes and accounting - each form has its own reporting regime; budget for bookkeeping support up front;
- karta pobytu - a full sp. z o.o. can be the basis for residence for the owner and key staff; a representative office cannot;
- CRBR - a spółka and several other structures must file beneficial-owner data within 14 days.
How to choose
A short guide:
- You want to earn in Poland and put down roots - a new sp. z o.o.
- You want to run the same business under the parent's name - an oddział.
- You are still just testing the market, no sales yet - a przedstawicielstwo.
The mistake here is costly: open a representative office expecting to sell, and you hit the ban and rebuild the whole structure. So choose the form for your real goal, not on the principle of "whatever is easiest to register".
Business relocation to Poland starts not with registration but with matching the form to the goal: to earn, to be present under your own brand, or just to study the market for now. It is easy to get wrong and expensive to rebuild. We match the entry format, register the spółka, branch or representative office, and help with the account, the taxes and residence cards for the team. This is general information, not individual legal advice. To plan your entry onto the Polish market, contact us for business support.