Kilka refleksji związanych z zakończeniem konferencji
6 listopada 2024
Power of attorney
As a sole entrepreneur, partner or member of the management board you are entitled to make agreements for yourself (or your partnership or company). In many situations you do not have to do so personally.
Introduction
Polish law gives you entitlement to appoint other person to make a contract (or perform other legal act, like terminate the contract) on your behalf based on a power of attorney or its special type named a proxy.
The general rules of power of attorney can be found in the act of 23 April 1964 the civil code (in Polish: ustawa z 23 kwietnia 1964 Kodeks cywilny).
Power of attorney
A power of attorney (also „PoA”, in Polish “pełnomocnictwo”) is an authorization for a person named an attorney-in-fact (in Polish: “pełnomocnik”) to perform legal acts on behalf of a person who grants the PoA, named a principal (in Polish “mocodawca”).
The PoA may be granted to represent the principal in its regular everyday affairs. In such a case the PoA should be granted in writing, otherwise it is invalid. The principal may also give the PoA to carry out a determined legal activity (for example make a specific contract).
If the legal activity to be made by the attorney-in-fact requires a particular form, the PoA must be granted in the same form, for instance if the attorney-in-fact concludes a contract in a notarial deed form, the PoA should be drawn up in the notarial deed form as well.
As a rule, the principal may revoke the power of attorney at any time. After the PoA expires, the attorney-in-fact should return the PoA document.
The principal may appoint more than one attorney-in-fact to perform the same activities. In situation like that each of them may act independently (unless the PoA states differently).
The PoA may authorize the attorney-in-fact to appoint other attorneys-in-fact for the principal. These “further” attorneys-in-fact acts on behalf of the principal and are responsible directly before the principal.
Proxy
A proxy (in Polish: prokura) is a special type of a power of attorney which can be granted only by an entrepreneur.
The scope of the proxy is determined in Polish law. It involves all activities connected with running a principal’s business (also before the courts), with certain limitations (like selling a real estate).
The proxy document must be made in writing under the pain of nullity. The information who is the proxy must also be disclosed in the relevant registers. If a principal is a company or partnership, it will be the National Court Registry. If he or she runs a sole entrepreneurship, the right register is the Central Evidence and Information about Business Activity (in Polish: Centralna Ewidencja i Informacja o Działalności Gospodarczej).
Contrary to the PoA, which may be granted not only to a natural person but also to an organisation, a proxy can be given to the natural persons only.
Like the classic PoA, the proxy may be revoked at any time. There are also situations when it expires by law (for example when a company is liquidated). It is important to remember to update information about the expiry in the relevant register.
