VAT Registration in Poland for US Companies: Fiscal Representative or Polish Subsidiary?

Can a US company register for VAT in Poland without opening an office or establishing a Polish company? Yes. But there is an important requirement: in most cases, it must appoint a Polish fiscal representative.

For American businesses planning to sell goods, store inventory or import products into Poland, there are two main ways to organise their activities:

1. Register the existing US company directly for Polish VAT and appoint a fiscal representative.
2. Establish a Polish subsidiary, usually a limited liability company (spółka z ograniczoną odpowiedzialnością, or sp. z o.o.), which conducts business in its own name.

Both solutions are legally possible. However, they differ considerably in terms of costs, administrative obligations, taxation and responsibilities.

In this article, I explain how fiscal representation works, what a Polish fiscal representative must do, and how the two structures compare in practice.

Can a US company register for VAT in Poland without a Polish office?

Yes. Polish VAT law allows a company established outside the European Union to register for VAT in Poland without establishing a subsidiary, branch or office in the country.

For example, a company incorporated in Delaware may import products into Poland, store them in a Polish warehouse and sell them to European customers.

Depending on how these transactions are structured, Polish VAT registration may be required.

The US company remains the same legal entity. It receives a Polish VAT identification number, but it does not become a Polish company merely because it registers for VAT.

There is no general requirement to employ Polish staff, appoint a Polish management board or establish a local subsidiary solely to obtain a VAT registration.

However, if the company has no business establishment or fixed establishment anywhere in the EU, it will generally need to appoint a fiscal representative when registration as an active Polish VAT taxpayer is required.

Importantly, not every business transaction involving Poland requires VAT registration. For example, certain B2B services may be subject to reverse charge, meaning the Polish customer accounts for VAT.

The first step should therefore always be to assess whether Polish VAT registration is actually necessary.

What is a fiscal representative in Poland?

A fiscal representative is a person or business formally appointed to perform specified VAT obligations on behalf of a foreign taxpayer.

Under Article 18a of the Polish VAT Act, businesses without a business establishment or fixed establishment in an EU Member State are generally required to appoint a fiscal representative if they must register as active VAT taxpayers in Poland.

For a typical US company without an establishment in the EU, this means that fiscal representation is mandatory.

A fiscal representative is not simply a contact person or an adviser authorised to communicate with the tax office.

Fiscal representation creates specific legal obligations and financial responsibilities under Polish VAT law.

This is what distinguishes the service from ordinary VAT registration assistance.

What does a Polish fiscal representative actually do?

Under Article 18c of the Polish VAT Act, a fiscal representative performs the foreign company's obligations relating to VAT settlements and documentation.

In practice, these responsibilities include:

• Preparing VAT returns: preparing the company's periodic Polish VAT settlements, generally including JPK_V7 reporting.
• Maintaining VAT records: keeping the transaction records required under Polish VAT regulations.
• Preparing additional VAT reports: submitting VAT-EU recapitulative statements where required by the company's transactions.
• Maintaining and retaining documentation: ensuring that the necessary VAT records and documents are properly kept and available as required by law.
• Performing additional VAT-related activities: where the representative has been expressly authorised to do so under the representation agreement.

The representative must therefore have access to reliable information concerning the company's transactions.

For example, if a US company imports products into Poland and subsequently sells them to customers in several EU countries, the representative needs to understand the supply chain, import arrangements, sales invoices and movements of goods.

The foreign company must provide the documentation and information necessary for correct VAT settlements.

In the ordinary fiscal representation model, the representative acts in the name and on behalf of the foreign company. A special arrangement applies in certain import-only cases under Article 18d of the VAT Act.

Is a fiscal representative liable for the US company's VAT?

Yes. This is probably the most important feature of fiscal representation in Poland.

Under Article 18c(2) of the Polish VAT Act, the representative is jointly and severally liable with the foreign taxpayer for the VAT liability that the representative settles on its behalf.

This means the representative may be required to pay the relevant VAT liability, not merely correct a filing error.

However, the statutory liability concerns the VAT obligations covered by the relevant provisions. It does not automatically make the representative responsible for every tax or commercial debt of the foreign company.

Because of this financial exposure, fiscal representation requires more than preparing a few forms.

Before accepting an appointment, a professional fiscal representative will normally assess the foreign company's business model, transaction volumes, documentation, tax risks and procedures for providing accounting information.

This is also why fiscal representation is generally priced individually rather than offered as a simple fixed-price registration service.

Who can act as a fiscal representative in Poland?

Not everyone can become a fiscal representative.

Article 18b of the Polish VAT Act establishes specific requirements.

A fiscal representative may be an individual, a company or another qualifying organisation, provided that it meets the statutory conditions.

In particular, the representative must:

1. Have its business establishment in Poland.
2. Be registered as an active VAT taxpayer, subject to the special rules for certain import transactions.
3. Meet the statutory requirements concerning tax arrears over the previous 24 months, including the permitted thresholds and exceptions.
4. Meet the requirements concerning the absence of relevant final convictions for fiscal offences during the previous 24 months.
5. Be authorised to provide professional tax advisory services or accounting services, subject to the specific statutory exception for certain customs agencies.

A licensed Polish tax adviser may therefore act as a fiscal representative, provided all the statutory conditions are satisfied.

The appointment requires a written fiscal representation agreement containing the information specified by the VAT Act, including the parties' identification details, the location where VAT documentation will be maintained, confirmation that the representative satisfies the statutory requirements, and the scope of any additional authorisation.

A standard power of attorney for VAT registration is not a substitute for this agreement.

Do all non-EU companies need a fiscal representative?

No. Although the general rule applies to companies established outside the EU, there are important exceptions.

Under the Polish Regulation of 23 February 2021, qualifying businesses with a business establishment or fixed establishment in the United Kingdom or Norway are exempt from mandatory fiscal representation.

For example:

The table assumes that the business must register as an active Polish VAT taxpayer, has no qualifying fixed establishment elsewhere in the EU, and that the applicable country-specific exemption conditions have been considered.

A US company may also fall outside the mandatory representation requirement if it genuinely has a fixed establishment in an EU Member State.

However, a warehouse, service provider or subsidiary located in Europe does not automatically constitute such an establishment. The actual organisational structure and resources must be examined.

Alternative: Establishing a Polish subsidiary instead of appointing a fiscal representative

A US company planning substantial or long-term activities in Poland may consider a different solution: creating a separate Polish company.

The simplest and most common structure is a Polish limited liability company, known as a sp. z o.o.

Such a company may be wholly owned by a foreign shareholder, subject to the applicable corporate rules.

The Polish subsidiary becomes a separate legal entity. It can enter into contracts, purchase and sell goods, employ people, open bank accounts and register for Polish VAT in its own name.

Because the subsidiary itself is established in Poland, it does not need to appoint a fiscal representative for its own VAT obligations.

However, there is an important distinction.

Creating a Polish subsidiary does not automatically remove the obligation of the US parent company to appoint a fiscal representative if the US parent continues to carry out its own transactions requiring Polish VAT registration.

To use the subsidiary as an alternative, the actual business model and contractual arrangements must be structured so that the Polish company conducts the relevant activities in its own name.

What is required to establish a Polish limited liability company?

The basic requirements include:

• Minimum share capital of PLN 5,000. This is capital contributed to the company, not a government registration fee.
• A management board. At least one management board member must be appointed. The board member does not generally have to be a Polish citizen or resident.
• A registered office and registered address in Poland.
• Articles of association. These can be prepared through the simplified S24 system where its requirements are met, or through a notarial procedure.
• Registration with the National Court Register (KRS).
• Accounting and corporate compliance arrangements, including maintaining full accounting books and preparing annual financial statements.

The basic court registration fee is PLN 250 for the simplified S24 procedure or PLN 500 for the standard procedure. Notarial fees and other costs may also apply.

A capital duty (PCC) of 0.5%, calculated on the applicable tax base, must also be considered.

The PLN 5,000 minimum capital remains available to the company for its business purposes, subject to applicable rules.

A Polish limited liability company does not generally have to hire employees merely to exist. Nevertheless, it must have a management board and fulfil its continuing accounting and corporate obligations.

VAT registration with a fiscal representative vs. Polish subsidiary: Cost and obligation comparison

For a US company, the decision should not be based solely on the cost of obtaining a Polish VAT number.

The following comparison illustrates the main differences.

The comparison describes a standard operating structure. Specific transactions, tax exemptions, reporting obligations and commercial arrangements may change the outcome.

Which option is cheaper?

There is no universal answer.

For a US company conducting a limited number of Polish transactions, direct VAT registration with a fiscal representative may be the more efficient option.

The company avoids creating a separate legal entity and maintaining full Polish corporate accounting.

On the other hand, a business expecting substantial, regular activities in Poland may find that establishing a subsidiary offers greater operational flexibility.

This is particularly relevant if the company intends to employ Polish staff, develop local customer relationships, sign contracts through a Polish entity or establish a permanent operational presence.

A Polish company also creates additional costs and obligations, even when its turnover is low.

The correct comparison is therefore not just the initial registration fee. It is the total cost of operating each structure over time.

Does Polish VAT registration create a permanent establishment for corporate income tax purposes?

Not automatically.

This is an important distinction for US businesses.

A company can be registered for VAT in Poland without necessarily having a permanent establishment for corporate income tax purposes.

A Polish VAT number alone does not determine whether the company has a permanent establishment.

That assessment depends on the actual activities carried out in Poland and the applicable tax treaty and domestic tax rules.

For example, premises, personnel, contractual arrangements and the role of persons acting on behalf of the business may be relevant.

It is also important not to confuse a permanent establishment for income tax purposes with a fixed establishment for VAT purposes. These are separate legal concepts.

What changes if the US company establishes a Polish subsidiary?

A Polish subsidiary is itself a separate Polish corporate taxpayer.

It is generally subject to Polish corporate income tax on its income under the applicable rules. The standard CIT rate is 19%, while a 9% rate may apply to certain qualifying taxpayers and categories of income.

This is a fundamental difference from merely obtaining a Polish VAT number.

However, the Polish subsidiary does not automatically become a permanent establishment of its US parent. Whether the parent also has a permanent establishment must be assessed separately.

Therefore, the choice between direct VAT registration and creating a Polish company may affect not only VAT obligations but also corporate income taxation, profit distributions and the overall legal structure of the business.

How much does fiscal representation in Poland cost?

Unlike standard VAT registration assistance, fiscal representation cannot reasonably be priced without first understanding the company's activities.

This is because the representative must perform ongoing VAT obligations and assumes statutory responsibility for the relevant VAT liabilities.

When preparing a quotation, I would normally need to know:

• What goods or services the company sells.
• Whether it imports products or stores inventory in Poland.
• The expected number and value of transactions.
• Whether sales will be made in Poland, to other EU countries or outside the EU.
• The number of purchase and sales invoices.
• Whether the business will carry out intra-EU transactions.
• How transaction records and supporting documents will be provided.
• Whether the business model creates particular VAT risks.

These factors influence both the amount of ongoing work and the potential exposure of the fiscal representative.

For this reason, I offer fiscal representation for US and other non-EU companies based on an individual assessment and quotation.

The service may cover the VAT registration procedure, appointment as fiscal representative and ongoing VAT reporting and record-keeping.

The exact scope, responsibilities and remuneration are agreed before the service begins.