A Bucharest-based distribution group had been selling into the Polish market through cross-border invoicing for three years. Revenue grew steadily. Then a large Polish retailer demanded a local contracting entity before signing a framework agreement worth over EUR 3m annually. The group had 60 days to establish a Polish presence – or lose the contract entirely.

Romanian groups entering Poland face a binary structural choice: register a branch (oddział przedsiębiorcy zagranicznego) or incorporate a limited liability company (spółka z ograniczoną odpowiedzialnością, sp. z o.o.) as a subsidiary. The branch is faster to open but carries unlimited liability back to the Romanian parent and imposes strict name and accounting obligations. The sp. z o.o. creates a separate legal person, limits liability to share capital (minimum PLN 5,000), and offers greater commercial flexibility. Registration of either vehicle is handled by the National Court Register (KRS), supervised by the Ministry of Justice.

This case study traces how one Romanian group evaluated both options, selected the right structure, and completed registration within the available window. The lessons apply to any Romanian-headquartered business planning Polish market entry in 2026.

What was the background and what did the Romanian group actually need?

The client operated in fast-moving consumer goods distribution. Its Polish revenues were real but legally invisible – all contracts sat with the Romanian parent. The incoming retailer's procurement rules required a Polish-registered entity, a local bank account, and a Polish VAT number. Meeting those three conditions inside 60 days was the brief.

We ran a rapid due diligence Poland exercise to map the group's Polish footprint. Two employees were already working from Warsaw under service agreements. Inventory was held in a third-party warehouse in the Mazowieckie region. Those facts mattered: a branch would have captured that existing activity cleanly, but it would have left the parent exposed to any Polish commercial dispute without a liability shield.

The group also had a medium-term plan. Within 18 months it intended to bring on a local co-investor and possibly pursue a small acquisition – classic M&A Poland territory. A branch cannot issue shares. It cannot absorb a local partner. That single constraint made the subsidiary the only viable long-term answer.

We secured the KRS registration of the sp. z o.o. within 34 days for this distribution client in the Mazowieckie region (winter 2025–26). The retailer contract was signed on day 41.

How does the branch-versus-subsidiary choice work under Polish law?

Polish corporate legislation draws a sharp line between the two vehicles. A branch is not a separate legal entity. It is an extension of the foreign parent, registered at the KRS under the parent's name followed by the words "Branch in Poland." Every liability the branch incurs is, in law, a liability of the Romanian parent. That is the central risk. There is no minimum capital requirement, which appeals to groups testing a new market with limited initial investment.

The sp. z o.o. is a separate legal person from the moment of KRS registration. Shareholders risk only their contribution. The minimum share capital is PLN 5,000 – a threshold so low that it is rarely a constraint. Polish commercial legislation allows a single-shareholder, single-director sp. z o.o., which suits a Romanian parent that wants full control without a local partner. Registration through the KRS S24 online system can be completed in 24 hours for a standard configuration, though notarial deed formation – used when non-cash contributions or bespoke articles are needed – takes 7 to 14 working days.

Three practical differences dominate client conversations at our law firm Warsaw practice:

  • Liability – branch: unlimited, parent exposed; sp. z o.o.: capped at share capital
  • Share issuance and co-investment – branch: impossible; sp. z o.o.: straightforward
  • Accounting – branch: must maintain separate books mirroring Polish GAAP; sp. z o.o.: standard Polish accounting, consolidated at group level

For groups that want to set up company Poland operations quickly and then grow, the sp. z o.o. wins on almost every criterion beyond pure speed of opening.

What did the registration process look like in practice?

Day one began with document collection. The Romanian parent needed to provide its articles of association, a current excerpt from the Romanian Trade Register (authenticated and apostilled), a resolution of the management board authorising the Polish subsidiary, and identity documents for the designated director. Apostille processing at the Romanian authorities took nine days – the longest single delay in the whole timeline.

We drafted bespoke articles of association covering the group's distribution objects, share transfer restrictions, and a supervisory board waiver (permitted for companies with share capital below PLN 500,000). A Warsaw notary executed the deed on day 14. We submitted the KRS application the same afternoon. The KRS issued the registration number on day 21. The Polish Financial Supervision Authority (KNF) was not involved – distribution is an unregulated activity – but we flagged the KNF notification requirement for financial-sector clients as a separate compliance step.

VAT registration with the Polish tax authority (Urząd Skarbowy) followed immediately. A Polish bank account was opened on day 28, using the KRS certificate and a certified translation of the parent's corporate documents. By day 34, the entity was fully operational: registered, banked, and VAT-active. The 60-day deadline was met with 26 days to spare.

We later obtained a favourable VAT ruling protecting the subsidiary's input-tax recovery position for a logistics client in Lower Silesia (spring 2026) – a reminder that post-registration tax structuring is as important as the registration itself.

What are the transferable lessons for Romanian groups?

First, the apostille bottleneck is real. Romanian corporate documents require apostille certification before Polish notaries will accept them. Budget at least ten working days for that step. Groups that discover this requirement after starting the clock routinely miss their deadlines.

Second, the branch is rarely the right answer for a Romanian group with growth ambitions. It suits a narrow use case: a parent that wants a Polish address and a local bank account for a defined, time-limited project, with no intention of taking on partners or making acquisitions. If either of those conditions is absent, the sp. z o.o. is the better vehicle. The cost difference is modest – notarial fees for a standard sp. z o.o. run between PLN 1,500 and PLN 3,000.

Third, posted-worker compliance is a separate obligation that often catches Romanian groups off guard. If Romanian employees are sent to work in Poland, A1 certificates and Polish posted-worker notifications are required. Our article on posted workers from Romania to Poland and A1 certificates covers that obligation in detail.

Fourth, if the Polish entity will eventually participate in equity incentive plans, the structural decisions made at incorporation affect what is possible later. Our analysis of ESOP structuring for Polish startups and tech companies explains the share-class options available under Polish law. Finally, groups acquiring rather than incorporating should read our piece on red flags in Polish M&A before signing any heads of terms.

What to prepare before starting the Polish registration process:

  • Apostilled excerpt from the Romanian Trade Register (allow 10 working days)
  • Management board resolution authorising the Polish entity and naming the director
  • Draft articles of association aligned with group governance requirements
  • Director's identity documents and Polish address for service
  • VAT registration documents and bank account opening pack

Romanian groups that treat Polish market entry as a purely administrative exercise – rather than a structural decision – risk locking themselves into a vehicle that cannot support their next move. The branch-versus-subsidiary choice is made once. It is not easily reversed.

Your group's specific situation – timeline, liability exposure, co-investment plans, and tax position – determines which structure creates value and which forfeits it. A wrong choice at registration precludes a clean co-investor entry later without a costly restructuring.

To receive an expert assessment of your Polish market entry structure, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can a Romanian company register a Polish branch without a local director?

A: Yes. A branch does not require a Polish-resident director, but it must appoint a person authorised to represent the foreign entrepreneur in Poland. That person's details are entered in the National Court Register. In practice, the absence of a local director can complicate day-to-day banking and contract execution, so many clients appoint a local representative regardless.

Q: How long does it take and what does it cost to set up a sp. z o.o. in Poland?

A: Standard online registration through the KRS S24 system can be completed in 24 to 48 hours for a cash-contribution company. Notarial deed formation takes 7 to 14 working days. Total notarial and registration fees for a straightforward sp. z o.o. typically range from PLN 1,500 to PLN 3,000, excluding legal advisory fees. VAT registration adds up to 30 days if the tax authority requests additional documentation.

Q: Is it possible to convert a Polish branch into a subsidiary later?

A: Polish law does not provide a direct conversion mechanism. The standard path is to incorporate a new sp. z o.o. and transfer the branch's assets and contracts to the new entity – a process that triggers due diligence on each contract's assignability and potential transfer-tax exposure. This is why choosing the right structure at the outset avoids significant cost and delay down the line.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to corporate structuring, market entry, and M&A. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.