Representation of companies
The representation of companies is governed by many legal rules. Knowing at least main of them is essential to run business in Poland.
Introduction
Contrary to individual entrepreneurships (in Polish: jednoosobowa działalność gospodarcza) in which entrepreneurs act in their own names (as themselves), partnerships (in Polish: spółki osobowe) and companies (in Polish: spółki kapitałowe) are separate legal entities.
It means that they are legally independent on its owners. Therefore, if their owner (or someone else) wants to carry out a legal activity (for instance make a contract) for the company (partnership), he/she will play a role of a representative. In other words, he or she will act (from a legal point of view) not as himself (herself) but as a company (partnership) or on its behalf.
General rules
General rules of representation can be found in the civil code (in Polish: kodeks cywilny) as well as the code of commercial companies (in Polish: kodeks spółek handlowych).
Representation of companies and partnerships in Poland is done through partners or, in case of companies, a managing organ named a management board (in Polish: zarząd).
To perform certain activities the management board must gain an authorization from the shareholders or supervisory board. There are also specific situations when the management board cannot represent the company. In such a case it is superseded by a supervisory board or attorney-in-fact.
National Court Registry
Knowing who is a representative of a company and what is the method of representation is essential for conducting business in Poland and avoiding negative legal impacts of incorrect representation.
Representatives capable to represent a company in day-to-day affairs must be registered in the National Court Registry (in Polish: Krajowy Rejestr Sądowy). Every company and partnership must update information about itself. It can be done online.
The National Court Registry is an official register in which you can get acquainted with the fundamental information about partnerships, companies and other legal persons. There is a legal presumption that information entered in the National Court Registry are true.
You can have online access to the register and download excerpts from it (for free) >
Representation according to a company type
General partnership (in Polish: spółka jawna)
Limited partnership (in Polish: spółka komandytowa)
Limited liability company (in Polish: spółka z ograniczoną odpowiedzialnością)
Simple joint stock company (in Polish: prosta spółka akcyjna)
Joint stock company (in Polish: spółka akcyjna)
Other representatives
General partners (in partnerships) and management board (in companies) are not the only one representative the company or partnership may have.
To conduct day-to-day affairs of a company (partnership) an attorney-in-fact (in Polish pełnomocnik) or proxy (in Polish: prokurent).
