Publication date: 29.05.2025
Forbes-recognized counsel and architect of the COMPASS framework, a strategic breakthrough for navigating international investments and business expansion, with over 5 years of experience in corporate law, including investment management, VC/PE, and cross-border transactions, contributing $15B+ in transactions across diverse sectors.
Case: Opening a U.S. Branch of a Polish Company — Legal Support with Compliance Guarantee
Entering the U.S. market is a strategic step for Polish companies seeking to scale. However, opening a branch in the U.S. requires compliance with specific local corporate, immigration, and tax regulations. Without professional legal support, a company risks registration delays, financial penalties, or damage to its reputation in a new market.
The client — the owner of a well-established Polish manufacturing business — contacted attorney Miraziz Khidoyatov. His goal was to open a U.S. branch to distribute products in North America. The entrepreneur was seeking a full turnkey solution, covering registration, tax structure, and alignment with U.S. regulatory requirements.
Case Summary
The company planned to establish a subsidiary in the state of Florida with the right to sign contracts, hire employees, and operate a separate business bank account. It was necessary to account for bilateral tax treaties, ownership structuring, EIN registration, and submission of incorporation documents.
Steps Taken
1. Corporate Structure Analysis
Miraziz evaluated the structure of the parent company in Poland, the rights of shareholders, and tax model. It was decided to form a U.S.-based Limited Liability Company (LLC), fully owned by the Polish entity.
2. Business Registration in the U.S.
The LLC was registered in Florida, charter documents were filed, and an application for an EIN (Employer Identification Number) was submitted to the IRS. Simultaneously, a U.S. business bank account was opened and a contract was signed with a local accountant.
3. Coordination with Polish Accounting
Given the corporate link with the Polish entity, Miraziz ensured proper structuring of financial transactions between the parent and subsidiary — in compliance with transfer pricing regulations. An internal agreement for goods and service delivery was also drafted.
Key Documents:
- Operating Agreement (LLC Charter)
- Form SS-4 (EIN application)
- Form W-8BEN-E (foreign entity tax status)
- Contract between the Polish company and the U.S. branch
Result
- The business was registered in the U.S. without delays or additional audits.
- EIN was obtained, the bank account opened, and the branch was ready for operations.
- A transparent accounting system between Poland and the U.S. was established.
- Initial reporting was prepared for the IRS, and the non-resident status was justified.
Proof of SS-4 completion stage
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Frequently Asked Questions
Question
Do I need a visa to open a business in the U.S.?
Answer
No, a visa is not required to register a U.S. entity. However, to manage the business in person, a proper visa (e.g., L-1 or E-2) is required.
Question
Which entity type is better — LLC or Corporation?
Answer
In most cases, an LLC is preferable due to simpler administration and flexible taxation. The final decision depends on your tax planning strategy.
Question
Does a Polish company have to pay U.S. taxes?
Answer
If the branch operates in the U.S., it is subject to U.S. tax law. The tax obligations depend on income structure and any applicable tax treaty provisions.
Opening a U.S. branch of a Polish company is not just about forming a business entity — it’s a strategic move that requires a comprehensive legal approach. Thanks to Miraziz Khidoyatov’s support, the client received a fully compliant, ready-to-operate structure aligned with international legal standards.
