Do you need a Polish subsidiary to hire?

Hans had his opening line ready. He’d rehearsed it on the way into the room: “Let’s open a company in Poland.” Short, concrete, sensible.

The company where he’s HR director designs and installs specialised backup-power units across Europe — the kind that, in a hospital operating theatre or a factory, must not go dark for a second. A few weeks earlier they had signed two large service contracts in Poland, and those contracts carry a hard clause: on-site technical response measured in hours, not days. Hans had found two engineers who fit — both from a competitor, both ready to move at once. The catch: he can’t hire them “somehow”. He needs them legally, under Polish employment rules, and preferably this month.

Hence the company idea. At the board meeting, Hans got as far as the second slide before the CFO put down his pen.

“What will it cost us per year?” he asked. “Not the registration. The upkeep.”

Hans didn’t know the exact figure. The CFO did. He worked it out aloud, calmly, point by point: entity registration, share capital, separate Polish accounting every month, reconciling it with the German books, financial statements, corporate housekeeping for the company. Costs that are almost identical for two people and for twenty.

“We’re hiring two engineers,” he concluded, “and setting up a structure for twenty. We’d be paying mainly for the company to exist at all. It doesn’t add up.”

Silence — the kind in which good projects usually die. But Hans had prepared better than he’d let on. He closed the deck and said: “All right. Then I have a plan B that almost nobody knows about. It’s also Polish.”

He meant a way to employ someone in Poland directly, on a genuine employment contract. The employer funds the full payroll amount and retains its underlying obligations. The employee agrees to act as the registered payer of ZUS contributions, with real reporting and payment duties. Late contribution payments can create arrears and interest on that payer account. Certa prepares the calculations and filings for a flat fee; the foreign company remains the legal employer.

Hans isn’t unusual. The same conversation — a good reason to be in Poland, and the mistaken assumption that it requires building a whole entity — comes up at Certa Poland almost every week. Below, we unpack the decision exactly as we unpacked it for Hans.

(This is general information, not legal or tax advice. Whether this route fits your case depends on the facts — we confirm that in writing before you decide anything. Hans and the other characters in our articles are illustrative examples, not specific clients.)

The short answer: usually you don’t need a subsidiary

In many straightforward cases, when a company from the EU, EEA or Switzerland wants to hire one person or a small team in Poland — in a role that doesn’t involve negotiating or concluding contracts on the company’s behalf — it doesn’t need to open a branch or set up a subsidiary. The employee signs a genuine Polish employment contract directly with the foreign employer, and contributions are handled locally; tax is assessed with a licensed tax adviser — with no entity of your own in Poland, and no EOR platform stepping between you and your hire.

A branch or a subsidiary begins to make sense at larger scale: a local team, an office, sales, real operational activity. For Hans’s two engineers, it’s a bit like buying a truck to move two boxes.

Why the CFO was right about the cost

Hans’s CFO wasn’t against Poland. He was against paying for a structure the company wouldn’t use — and he was right, because a limited company (sp. z o.o.) or a branch isn’t a one-off form; it’s a standing cost:

• Set-up — entry in the National Court Register (KRS), the articles of association (often before a notary), NIP and REGON numbers, and registrations with ZUS and the tax office (the share capital itself isn’t a “cost” — that money stays in the company).
• Separate accounting in Poland — full monthly bookkeeping under Polish rules, plus reconciling it with head office.
• Ongoing obligations — financial statements, filings, corporate administration of the entity.

Setting the company up itself is not the expensive part — with us it is a one-off fee from €1,000 to €5,000 + VAT, depending on the complexity of the structure, with notarial and court fees within the agreed company setup scope included in the setup fee. The weight comes afterwards, in running a standing entity: ongoing accounting, statutory filings, compliance and corporate administration, month after month, whether it employs two people or twenty. That is exactly the CFO’s point — with two people, you are mainly paying for the company to exist, not for the people you actually hired. We calculate the real figures case by case.

When does that cost actually pay off? When you’re genuinely building a team, an office or local sales in Poland. Hans was building none of those. Hans needed two people for remote diagnostics and on-site response when a red light comes on in a hospital.

Three lighter routes (and the one Hans chose)

When a subsidiary is off the table, three options usually remain:

1. Direct employment with the employee as registered payer of contributions — Hans’s route. The employee signs a Polish employment contract directly with the foreign employer and is registered as the payer of ZUS contributions. You remain the employer, you fund the whole cost, and you pay a flat service fee. Available to employers from the EU, EEA and Switzerland. We describe it in detail on our page on hiring an employee in Poland without your own entity.

2. An EOR (Employer of Record) platform. It works, but it inserts a third party as the legal employer and charges a per-head fee on top of salary and taxes. You lose the direct relationship with your employee, and your money flows through the intermediary.

3. A B2B contractor. The specialist sets up a sole proprietorship and issues invoices. Genuine independent contracting is legitimate. If the work is actually employment, a district labour inspector or a court can establish that relationship through the applicable procedure. Contribution and tax consequences are handled under the separate rules administered by ZUS and the tax authorities; the worker may also have employment claims. The outcome and any earlier periods need an individual review. We explain the classification questions in our guide to hiring IT specialists.

For a full breakdown of costs and differences — including who is the legal employer in each variant — see our page on packages and how the routes compare.

The three routes side by side

None of these routes decides by itself whether your company has a taxable presence (permanent establishment) in Poland — that depends on what the person does, as described below. The published prices for each route, and what they do not include, are on our pricing page. Whichever route you take, salaries and employer contributions come on top of any service fee.

What Hans’s two engineers would cost

For a first budget, the payroll budget calculator puts salary, employer contributions and our fee side by side. Assume, for illustration, 15,000 PLN gross a month for each engineer — the same salary and settings for both, no PPK, 2026 rates:

• January: employment cost PLN 36,144.00 for the two; our fee EUR 600 net of VAT, which is PLN 2,580.00 at the calculator’s fixed indicative rate of 4.3; modelled total PLN 38,724.00, excluding any applicable VAT on the service fee.
• Model year 2026 (twelve months): employment cost PLN 433,728.00 plus our fee PLN 30,960.00 — modelled total PLN 464,688.00, excluding any applicable VAT on the service fee.

Setup is quoted after the assessment and is not in these totals. These are indicative figures from a simplified model, not a quote: a mid-year start, bonuses or a different salary change them.

How Hans’s “plan B” works

What Hans called plan B rests on a specific basis in EU law. It’s worth separating into three layers, because mixing them up is the most common source of confusion:

• Social security (ZUS). Under Article 21(2) of Regulation (EC) No 987/2009 (EUR-Lex), where Polish social-security legislation applies and the foreign employer has no place of business in Poland, the employer and employee can agree that the employee fulfils contribution obligations on the employer’s behalf. The employer must notify ZUS of that agreement. The employer’s underlying obligations remain, while the employee registered as payer has reporting and payment duties towards ZUS. Late contribution payments can create arrears and interest on that payer account, including when employer funding is late. In our model, the employer funds the full payroll amount before the payment deadlines, and we calculate the figures, prepare filings and track those deadlines.
• Personal income tax (PIT). A separate layer. The PIT position is assessed with a licensed tax adviser for the specific employment and payment arrangement, including whether the foreign employer has Polish withholding duties, who pays any advances and which filings are required. The ZUS contribution agreement does not determine the PIT position.
• Labour law. A third, separate layer. The arrangement described here uses a Polish employment contract. For a cross-border employment relationship, the applicable law and mandatory employee protections need to be checked; the country in which or from which the employee habitually works is normally the starting point. The contract can, however, be more closely connected with another country.

Money flows directly from employer to employee. Certa calculates the contributions and PIT, prepares the documents and tracks the deadlines — but never holds your funds.

With one caveat, which we state plainly: this isn’t an arrangement to set up “yourself, from a blog post”. Errors in calculations, filings or payments can lead to corrections, arrears or interest, depending on the obligation and the facts — which is why we run it with a tax adviser, rather than leaving the employer with an instruction sheet.

We told Hans one thing outright, before he got carried away: we don’t promise that the risk of creating a permanent establishment (PE) disappears. Hans’s illustrative example does not establish whether the employer has a Polish PE. That requires a review of the actual activities, working arrangements and applicable tax rules. The mere absence of a subsidiary or branch doesn’t automatically mean no PE arises; tax authorities have, in some circumstances, looked at home-working arrangements when assessing PE. Not every case is like Hans’s — and that’s exactly what the other side of this decision is about.

The other side: when the role itself creates a tax problem

The engineers’ technical work and lack of authority to conclude contracts are facts to include in Hans’s assessment; they do not settle the PE question on their own. But if Hans wanted to hire a salesperson in Poland who habitually negotiates and concludes contracts on the company’s behalf, or makes decisions for it, the way they are employed would stop being enough. Such a role can create a permanent establishment (PE) in Poland — a tax “presence” of the company, with corporate income tax and reporting — and no form of employment removes that, whether an employment contract, an EOR or a B2B deal. What decides it is what the person does, not how they are hired.

That’s a separate, important topic. We break it down — and show what to do about it — in our article on hiring decision-makers and the permanent-establishment risk.

Before you decide: five things to check

Before you choose a route, it’s worth checking five things — the same ones we went through with Hans:

• The employee’s tax residency and the applicable double-tax treaty — this governs income tax.
• The basis for the contribution mechanism — the direct-employment model, with the employee as registered payer of contributions, works for employers from the EU, EEA and Switzerland; from outside that area (e.g. the US) we check case by case, on a different footing.
• The scope of the role for PE — whether the employee negotiates or concludes contracts on the company’s behalf, and whether the way they work creates a fixed place of business in Poland.
• Whether employment at all, or another model — sometimes the right answer is a subsidiary after all, and we’ll say so.
• Where the work is actually performed — if the employee works not only in Poland (e.g. service trips abroad), the rules on work in several states apply and a separate document (an A1 certificate) may be needed; that has to be checked too.

An honest answer to these questions is worth more than a quick “sure, it’s doable”.

Your first Polish hire in one decision brief

Before commissioning an incorporation, put the hiring decision on one page. The same brief helps HR, finance and your adviser compare direct employment, an EOR and a Polish company using the same facts.

Question	What to write down
Who would employ the person?	The proposed employer and its country of registration.
What will the person actually do?	Their responsibilities, reporting line and authority to negotiate or conclude contracts.
Where will they work?	Their usual workplace and any planned work outside Poland.
What are you building?	One role, a support team or an operation with its own customers and contracts.
What must the budget cover?	Salary, employer charges, service fees, setup and ongoing administration.

The purpose is to choose a structure that fits the work. Headcount is useful context; it is not a substitute for checking the role and the planned activity. Employment, social security and tax need to be assessed together, with specialist advice where required.

If you are the candidate, send this guide to your HR or finance contact with the role description and intended start date. The employer and its advisers choose the structure. If you are asked to act as the registered payer of contributions, make sure you understand your own reporting and payment duties, how the employer will fund them and what happens if funding is late before you agree. You can seek advice on your own position.

Next, compare hiring directly without your own Polish entity with setting up a Polish company. Use the same brief when you request an assessment.

Have a candidate in Poland and thinking about a subsidiary? Let’s do the maths first

Like Hans at that board meeting — before you spend the first euro on registering an entity, it’s worth checking whether your case qualifies for the simpler, direct-employment route. Book a free assessment — we will make a preliminary review, indicate the appropriate service and identify any legal or tax review needed. Detailed analysis, advice from licensed partner advisers and implementation are scoped and priced separately before any paid work begins.

Book a free assessment →

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Related:

• Hire an employee in Poland without your own entity
• Social-security (ZUS) obligations of a foreign employer in Poland
• Packages and how the routes compare: Assessment / Setup / Ongoing
• Pricing for all three routes
• Payroll budget calculator

This page is general information about a service, not legal or tax advice. Figures are indicative; Certa confirms scope and pricing in writing after assessing the specific case. The specifics of your case are confirmed case by case, with licensed legal and tax advisers where the law requires it.