Bangkok Post to Poland | Business

[Bossza007]

Bangkok Post Publishing Public Co., Ltd.
Official Correspondence

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Encryption: Private, Secure
Recipient: National Court Register (Krajowy Rejestr Sądowy) | ManBear
Sender: Bangkok Post Publishing Public Co., Ltd.
Subject Intent to Establish a Local Branch Office of Bangkok Post Publishing Public Co., Ltd. in the Poland

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Dear Sir/Madam,

I am writing on behalf of Bangkok Post Publishing Public Co., Ltd., a leading newspaper and media company based in Bangkok, Thailand. As part of our strategic global expansion, we are planning to establish a branch office in Poland, aiming to strengthen our European presence.

Our proposed branch office in Warsaw, is intended to serve as a key hub for our European operations. This initiative is aligned with our goals to broaden our international audience reach, enhance cultural exchange through media, and engage with the dynamic European media market.

In accordance with the Polish Companies Act and relevant regulations, we seek to comply with all necessary legal and procedural requirements for establishing a branch office. To this end, we request guidance on the following matters:

1. Registration Process: Detailed information on the registration process for a foreign company establishing a branch office in the Poland, including required documents and timelines.
2. Regulatory Compliance: Information on any specific compliance requirements for foreign media companies operating in the Poland, including broadcasting and publication regulations.
3. Reporting Obligations: Clarification on our reporting obligations, particularly in relation to financial and operational aspects of the branch office.

We are committed to ensuring a smooth and compliant establishment process and are prepared to provide any additional information or documentation as may be required. Furthermore, we are engaging with local legal and business consultants to assist us in this process.

We would greatly appreciate your guidance and assistance in this matter and look forward to contributing positively to the Polish’s media landscape. Please inform us of the appropriate next steps or direct us to the relevant department or contact person who can assist us further.

Thank you for your attention to this matter. We anticipate your prompt response and are eager to proceed with this exciting new chapter for Bangkok Post Publishing Public Co., Ltd.

Regards,

Mr. Suthikiati Chirathivat
Chairman of the Board of Directors
Chairman of the Executive Committee
Thailand

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Digital Diplomatic Communication​

 

[Bossza007]

ManBear

 

[ManBear]

To: Suthikiati Chirathivat; Chairman of Bangkok Post Publishing Co. LTD.

Subject: Intent to Establish a Local Branch Office of Bangkok Post Publishing Public Co., Ltd. in the Poland

CC: N/A

Security: Standard Encryption and Secured

Chairman Chirathivat, First let me thank you for reaching out to the National Court Register with your questions regarding opening a branch office. The process can be difficult and lengthy but I shall do my best to make it as painless as possible. 1. Opening a branch in Poland will be possible only if the Polish company can open a branch in the country of origin of the foreign parent company and exercise economic rights similarly to local entities. 2. A branch may start operating only after registration in the National Court Register. An application for entry may be submitted only in electronic form via email to our office. The following documents must be attached to the application:​ memorandum of association, articles of association or company deed of the parent company with a certified translation into Polish language; copy of an entry from business register with a certified translation into Polish; address in Poland of a person authorized in a branch to represent a foreign entrepreneur; a certificate of reciprocity; resolution of the management board of the parent company on the establishment of a branch and the appointment of a person representing a foreign entrepreneur in a branch; other documents, such as a power of attorney and proof of payment of stamp duty for the power of attorney. In accordance with the regulations, the registry court examines an application for entry in the National Court Register within 7 days from the date of its receipt by the court. In practice, however, it takes much more time, about a few weeks. Remember: the branch cannot conduct any activity in Poland until the registration process is completed. Cost of filing is $500 entry fee payable to the National Court Register and a $100 Fee for announcing in the court gazette Monitor Sądowy and Gospodarczy. A foreign entrepreneur that established a branch is obliged to appoint a person authorized in the branch to represent the parent company in Poland – an agent for representation also known as a branch representative. This obligation is linked to the fact that the branch does not any have formal separate management bodies. Therefore, the affairs of the branch are conducted by a person indicated by the foreign entrepreneur. Polish law does not specify any requirements for the selection of a representative – it does not have to be Polish a citizen or employee of a branch, or a person who speaks Polish. However, the representative must have an address in the territory of the Republic of Poland. The branch is obliged to keep separate accounts for the branch in the Polish language in accordance with the provisions of the Accounting Act. Accounting books do not have to be kept in a branch – it is possible to keep them at the headquarters of a foreign parent company. The issue of registering a branch with the Tax Office may arouse doubts because tax authorities are of the opinion that a foreign entrepreneur must have two tax IDs (NIP numbers) – one for itself as a taxpayer in order to settle VAT and CIT, and the other for a branch, acting as a remitter, in order to settle PIT and ZUS contributions. According to the tax office, it is not permissible for the two entities to have the same tax ID. Nevertheless, the position of some administrative courts is entirely different. It is the foreign entrepreneur who is a CIT taxpayer, not a branch (due to the lack of legal personality). The parent company is obliged to pay corporate income tax (CIT) in Poland. The parent company should pay VAT directly in Poland. Standard tax is 19% and the standard VAT is 23. As a rule, a foreign company must register in Poland as a VAT taxpayer if its activity is subject to VAT. Employing workers by a branch triggers the obligation to pay social security contributions and income tax advances for workers. no separate legal status – a branch is only an extension of the activities of a foreign parent company, not a separate business entity. lack of legal capacity and capacity to sue and be sued – the branch does not act on its own behalf; any acquired right or liability incurred directly affects the foreign company; the parent company is responsible for legal acts performed by the branch. lack of capacity to sue and be sued – a branch cannot be a party to a lawsuit; a potential party to the process will be a foreign company; the branch may not perform acts before the court on its own behalf. limited scope of activity – the branch must perform the same type of business as the foreign company, its activity may not exceed that specified in the parent company deed. dependence on a foreign company lack of separate bodies – the branch does not have its own bodies such the management board or the general meeting of Shareholders, etc. no separate assets – the branch may freely use the capital of the parent company; however, the branch may be obliged to provide up-to-date documentation that allows for the assessment of its financial situation, for example, when the branch takes part in a tender. no requirement to contribute share capital identical company name – the name of the Polish branch must be identical with the name of a foreign company with the addition of a legal form translated into Polish and the addition of words “oddział w Polsce” (branch in Poland).

Sincerely, Cecylia Tomaszewska National Court Register

Application Company Details: Legal name of the parent company. Legal form of the parent company (e.g., limited liability company, joint-stock company). Registered address of the parent company. Branch Office Information: Name and registered address of the branch office in Poland. Description of the branch office's activities in Poland. Representatives: Details of individuals appointed to represent the branch office in Poland. Full names, addresses, and identification numbers of the representatives. Legal Documentation: Submit legalized and translated versions of key documents such as the parent company's Articles of Association, Memorandum of Association, and Certificate of Incorporation. Include documents verifying the legal existence of the parent company. Proof of Address: Provide proof of the branch office's address in Poland. This could be a lease agreement or confirmation from the property owner. Bank Account Information: Details of the branch office's bank account in Poland. Tax Identification Number (NIP) and Statistical Number (REGON): Specify the Tax Identification Number (NIP) and Statistical Number (REGON) obtained for the branch office. Declaration of Compliance: Include a declaration confirming that the branch office will comply with all relevant Polish laws and regulations. Translations and Authentication: Ensure that all documents not in Polish are translated into Polish by a certified translator. Follow any requirements for document authentication.

 

[Bossza007]

Bangkok Post Publishing Public Co., Ltd.
Official Correspondence

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Recipient: National Court Register (Krajowy Rejestr Sądowy) | ManBear
Sender: Post Publishing Public Co., Ltd.
Subject RE: Intent to Establish a Local Branch Office of Bangkok Post Publishing Public Co., Ltd. in the Poland

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Dear Cecylia Tomaszewska,

I am grateful for your prompt and comprehensive correspondence. I fully comprehend that the process of establishing a branch office of a foreign company in any nation, including Poland, can be challenging, and I truly appreciate you in addressing the issue of us.

Our company has consulted with our legal teams both domestically and in Poland, financial teams, and managements team regarding your information and guidance. I am happy to inform you that the Bangkok Post Publishing Public Co., Ltd. is in a position to establish a local branch office in Warsaw to further enhance the journalism landscape of Europe. Please find our application submission below.

Regards,

Mr. Suthikiati Chirathivat
Chairman of the Board of Directors
Chairman of the Executive Committee
Thailand

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Digital Diplomatic Communication​

Application Submission

Application for Establishment of a Branch Office in Poland:

Company Details:

Legal name of the parent company: Bangkok Post Publishing Public Co., Ltd.
Legal form of the parent company: Public Limited Company
Registered address of the parent company: 136 Na Ranong Road, Klong Toey, Bangkok 10110, Thailand

Branch Office Information:

Name of the branch office in Poland: Bangkok Post Publishing - Oddział w Polsce
Registered address of the branch office: ul. Marszałkowska 142, 00-061 Warsaw, Poland
Description of the branch office's activities: The Warsaw branch will focus on European media operations, including news reporting, cultural exchange initiatives, and partnership development with local media entities.

Representatives:

Primary Representative: Jan Kowalski
Full name: Jan Andrzej Kowalski
Address: Al. Jerozolimskie 65/79, 00-697 Warsaw, Poland
Identification number: PESEL 75012345678
Secondary Representative: Anna Nowak
Full name: Anna Maria Nowak
Address: ul. Mokotowska 17, 00-640 Warsaw, Poland
Identification number: PESEL 81040512345

Legal Documentation:

Articles of Association of Bangkok Post Publishing Public Co., Ltd., translated into Polish.
Memorandum of Association of Bangkok Post Publishing Public Co., Ltd., translated into Polish.
Certificate of Incorporation of Bangkok Post Publishing Public Co., Ltd., translated into Polish.
Proof of legal existence of the parent company, with relevant certifications.

Proof of Address:

Lease agreement for the office located at ul. Marszałkowska 142, Warsaw.

Bank Account Information:

Bank Name: PKO Bank Polski
Branch Office's Bank Account Number: PL61101010230000261398200000

Tax Identification and Statistical Numbers:

Tax Identification Number (NIP): 527-00-00-00-00
Statistical Number (REGON): 012345678

Declaration of Compliance:

A declaration stating the branch office's commitment to adhering to all relevant laws and regulations in Poland.

Translations and Authentication:

All non-Polish documents have been translated by a certified translator and authenticated as per Polish regulations.

 

[ManBear]

To: Suthikiati Chirathivat; Chairman of Bangkok Post Publishing Public Co. Bossza007

Subject: RE: Intent to Establish a Local Branch Office of Bangkok Post Publishing Public Co., Ltd. in the Poland

CC: N/A

Security: Standard Encryption and Secured

Chairman Chirathivat, It appears everything within your application looks in order save for the translation of your company name into Polish. Once that application has been edited and the correct name has been cited, we will send the application over to the approval team to insure all information is correct and up to date. Once the application has been submitted please allow 1-3 weeks for the application to be processed and to receive either approval or denial. Upon denial, a follow-up email will be sent to you explaining why the application could not be accepted. Please pass along the required information to allow the Polish News Agency to establish their own branch office pursuant to the rules and regulations that you agreed to when submitting the application.

Sincerely, Cecylia Tomaszewska National Court Register