All about the tax representative

A tax representative is an institution provided for in the Polish Value Added Tax (VAT) Act.

Its purpose is to support entities that, due to their business activity, are required to settle VAT in Poland but do not have a registered office or fixed place of business in Poland. The representative ensures proper VAT settlement. At the same time, it protects the interests of the state—the tax representative is jointly and severally liable for any VAT that is incorrectly settled or not settled at all. This means that in the case of irregularities, the tax authorities can collect the due tax from the tax representative if the taxpayer fails to settle it.

Who can appoint a tax representative?
There are two groups of taxpayers:

1. Taxpayers required to appoint a tax representative, i.e., those who:
   • do not have a registered office or fixed place of business in an EU Member State (excluding Norway, the United Kingdom, and Northern Ireland), and
   • are required to register as active VAT taxpayers (for example, when selling goods in Poland);
2. Taxpayers who may, but are not obliged to, appoint a tax representative, i.e., those who have a registered office or fixed place of business in an EU Member State other than Poland.

In practice, tax representatives are almost exclusively appointed by taxpayers who are legally required to do so.

What are the duties of a tax representative?

A tax representative performs, on behalf of and for the benefit of the taxpayer they represent:

• VAT-related duties, including preparing VAT returns and summary information (the term “including” indicates that this list is open-ended; for example, although not explicitly stated in the VAT Act, signing VAT returns also falls under their responsibility);
• other activities under VAT regulations, if authorized by the contract (e.g., issuing VAT invoices).

Who can become a tax representative?

A tax representative can be a natural person, non-natural person, or organizational unit without legal personality, provided they meet all the following conditions:

• have a registered office in Poland;
• are registered as an active VAT taxpayer (in specific cases, as an EU VAT taxpayer);
• have no outstanding tax debts (e.g., in Income Tax, but not in local taxes like property tax or vehicle tax), exceeding 3% of due tax liabilities in any tax over the last 24 months.
  This condition is also considered met if the taxpayer settles the overdue tax and interest within 30 days of the liability arising, and if overdue payments occurred in no more than two periods per tax within 24 months;
• have not been convicted of a tax crime under the Fiscal Penal Code in the last 24 months, whether:
  • the taxpayer is a natural person, or
  • in the case of other entities: a partner in a civil or commercial partnership without legal personality, a board member, or the chief accountant.

Conviction for a fiscal offense or for a criminal or minor offense under the Penal Code does not automatically disqualify someone from becoming a tax representative.

• hold professional qualifications for providing tax advisory services under tax advisory regulations or for providing bookkeeping services under accounting regulations.

How is a tax representative appointed?

A tax representative is appointed via a written agreement (no special form like a notarial deed is required). The agreement must contain elements specified in the VAT Act, including the names and addresses of the parties, VAT identification data, the address for maintaining VAT-related records, and a declaration by the appointed representative confirming they meet the requirements. Additional elements may also be included (e.g., a security deposit or bank guarantee) to protect the representative, considering their joint and several liability.

What is the tax representative liable for?

The tax representative is jointly and severally liable with the taxpayer for VAT obligations settled on the taxpayer’s behalf. This means that tax authorities may demand full or partial payment from either the taxpayer, the representative, or both. Payment by one party releases the other. If the representative pays, they may pursue the taxpayer under civil law for reimbursement.

When does a special case of tax representation apply?

A special case applies to taxpayers who:

• import goods into Poland solely for transport to another EU Member State, with the export being part of an intra-Community supply, and
• are not registered as active VAT taxpayers.

A representative appointed by such a taxpayer performs VAT duties (and possibly others as per the contract) in their own name and on the taxpayer’s behalf. In practice, this means including the taxable transactions in their own VAT filings. In this case, the representative is also jointly and severally liable and must be registered as an EU VAT taxpayer. The represented taxpayer does not need to register as an active VAT taxpayer in Poland.

Summary

The procedure for verifying the requirement and appointing a tax representative should follow these steps:

1. Determine whether the taxpayer has a registered office or fixed place of business in an EU Member State.
2. Determine whether the taxpayer is required to register in Poland as an active VAT taxpayer.
3. Check whether the taxpayer is exempt from the obligation to appoint a tax representative under implementing regulations (e.g., due to being based in the UK).
4. Choose a representative and verify that they meet all the conditions.
5. Sign the agreement.