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6 listopada 2024
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 In such a case it is superseded by a supervisory board or attorney-in-fact.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)
General partnerships are a basic form of partnership under the Polish law.
The general rule of their representation is that every partner has right to represent a general partnership and this right cannot be limited against third parties. Every partner
It does not change that the partners can agree between themselves that only some of them can represent a partnership or describe the method of representation. These conclusions will be effective only between the partners, however.
Limited partnership (in Polish: spółka komandytowa)
Every limited liability partnership must have at least one general partner (who is fully responsible for the partnership’s affairs) and one limited partner (whose responsibility is limited only to a certain sum indicated in the partnership’s articles of association).
Like in general partnership, the general partner is always authorized to represent a limited. On the contrary, the limited partner is not entitled to represent a partnership. It does not change the fact, that you can always grant the limited partner a power of attorney and make him/her an attorney-in-fact.
Limited liability company (in Polish: spółka z ograniczoną odpowiedzialnością)
A limited liability company is represented by a management board. The management board may consist of one or more people. If there are more than one person in the management board, the method of representation is determined in the limited liability company’s articles of association. It is also disclosed in the National Court Registry.
Simple joint stock company (in Polish: prosta spółka akcyjna)
How a simple joint stock company is represented depends on its owner’s decisions. They may decide to appoint the management board, like in LLC or joint-stock company. They may also choose to elect the boards of directors. Each of these bodies may consist of one or more people. If there are more than one person, the method of representation is determined in the simple joint stock company’s articles of association. It is also disclosed in the National Court Registry.
Joint stock company (in Polish: spółka akcyjna)
Similarly, to a limited liability company, a joint stock company represents a management board which can comprise one or more people. When two or more people are in the management board the way they represent determines the articles of association. It is disclosed in the National Court Registry as well.
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).
