Each of us, whether we are an individual, a small businessman or a company, sometimes needs to be replaced by someone. In front of an authority, to conclude a legal case or simply due to illness. For example, just imagine that you are a sole proprietor (individual entrepreneur) and you need to be present at the signing of a contract for the purchase and sale of business equipment, but you can’t do it physically.
What should you do in such situations? Is it possible to issue a power of attorney to another person to represent the interests of your company? Who are procurators? You will learn about all this and much more in this article. Enjoy reading this article!
What do the terms «prokura» and «prokurent» mean?
In Polish law there is such an unknown term for many foreigners as «prokura» and «prokurent». What does it mean? There is actually nothing complicated - prokura and prokurent (procuration and procurator on English) represent a special type of power of attorney and proxies. In simple terms, you could even say that a prokurent is an additional member of the firm's board of directors. A procura differs from a regular power of attorney in several ways:
Entrepreneurs may establish a prokurent.
Such a power of attorney cannot be issued by a private person.
The next difference is that when appointing a prokurent it is not necessary to specify the sphere of activity of the company.
The prokurent gives the right to represent the firm in all matters.
The prokurent is entered in the relevant registers of the firm (more details on this below).
What is the difference between independent and joint prokura?
There are two types of prokura today - independent and joint. Let's look at the differences between them:
Independent prokurent is characterized by the fact that such a person can represent the company independently, as a single person. It should be borne in mind that even an independent prokurent is restricted in his activities: he cannot sell the company, cannot purchase real estate and so on.
In a joint prokura, the appointment of the proxy clearly states with whom the prokurent must cooperate in order to represent the company. The most popular solution is the situation in which the prokurent is obliged to cooperate with a member of the company's management board. There are also cases where the procurator must cooperate with another prokurent.
Other types of powers of attorney in Poland and their peculiarities
→ General Power of Attorney (pełnomocnictwo ogólne). The general power of attorney authorizes the trusted person to represent in all matters related to professional activities.
→ Common Power of Attorney. In a common power of attorney, it specifies the particular general actions that the authorized person can perform on behalf of the company.
→ Power of attorney for a specific action. In this case, the power of attorney authorizes the person to perform only one specific act, for example, to conclude a sales contract with the company's partners.
Who can become the firm's prokurent?
The terms and requirements for a potential prokurent are set out in Article 109 of the Civil Code of the Republic of Poland. The most important thing is that the prokurent must be a private person with full legal capacity. That is, the prokurent must be of legal age and not have any problems with the law. A legal body cannot become a prokurent in any case.
The process of appointment and termination of the prokurent
→ Registration of a prokura for a trusted person. As we have already mentioned above, the prokura differs from other types of powers of attorney in that the prokurent is entered in the relevant registers. In the case of entrepreneurs operating as an individual, it will be CEIDG, and in the case of companies, the prokurent is entered in the National Court Register (KRS). The prokurent must give formal written consent to provide the company's interests.
→ Delegation of authority to another person. In the case of joint prokura, the trusted person may cooperate with other prokurents or even delegate authority by executing a power of attorney to a third party (if this has been previously agreed with the board of the firm).
→ Termination of the prokurent's activity. The main reasons for termination include: the incapacity of the prokurent; the death of the prokurent; the entry of the prokurent into the partnership; failure to fulfil the agreed terms of employment with the management board of the company. The management committee may withdraw the prokurent at any time and is obliged to notify the prokurent. The trusted perwon must also be discharged from the relevant register.
Conclusions
Now you know what a prokura and prokuret are and how this type of power of attorney differs from other types of powers of attorney in Poland.
Although the topic of powers of attorney, proxies, prokurent and prokura seems very simple, in practice companies have many questions, doubts and difficulties. If you need to execute a power of attorney for your company, but you do not know where to start, start with aksis migration agency. Our employees have extensive experience in issuing various types of powers of attorney. We will provide you with a personalized solution for your issue.
