Prokura – commercial proxy
Polish legal term for the commercial proxy ‘prokura’ means a special kind of power of attorney which might be granted only by entrepreneur that is subject to the obligation to be entered in:
- the Central Register and Information on Business (‘CEIDG’) or in
- the register of entrepreneurs in the National Court Register.
The term ‘prokura’ is usually translated into English as ‘procuration’, ‘procuratory’, ‘power of procuration’ or ‘commercial power of attorney’.
The scope of authorisation
Prokura includes – by virtue of law – the authorization to act in and out of court in respect of running an enterprise, however the disposal of an enterprise, the performance of a legal act under which an enterprise is handed over for temporary use, and the disposal and encumbrance of real estate require a power of attorney for a particular act.
In case of prokura the principal (mandatary) does not need to specify the scope of authorisation in the content of declaration of granting the prokura.
It is sufficient just to indicate in such declaration (written form is obligatory under pain of nullity) that the prokura is granted by a principal to a indicated natural person (who must have a full capacity for legal acts). Such declaration should also indicate the type of prokura.
Types of prokura
A commercial proxy may be granted to several persons jointly (a joint commercial proxy) or individually.
The commercial proxy may also include authorization to act together with a member of the management body or a partner authorized to represent a commercial partnership (irregular joint commercial proxy).
The power of attorney may also be limited to matters entered in the register of the enterprise’s branch (branch commercial proxy).
Special power of attorney for commercial proxy
Since the commercial proxy does not include the authorisation for the disposal of an enterprise, the performance of a legal act under which an enterprise is handed over for temporary use, and the disposal and encumbrance of real estate, the entrepreneur, who wants to authorise the commercial proxy also in this area must grant him separate power of attorney for a particular act that must include the explicit authorisation for these types of act.
Revocation of the commercial proxy
The commercial proxy may be revoked at any time.
Expiry of the commercial proxy
The commercial proxy expires if:
- the entrepreneur is deleted from the register of entrepreneurs in the National Court Register or from CEIDG;
- bankruptcy ot the entrepreneur is announced;
- liquidation of the entrepreneur is opened;
- the entrepreneur is transformed;
- the conservator (‘kurator’) for the entrepreneur was appointed based on the article 42 paragraph 1 of the Civil Code.
The commercial proxy expires also upon the death of the proxy (holder of prokura).
Notification to the commercial register
The granting or expiry of the commercial proxy should be notified by the entrepreneur to the commercial register.
The notification of granting a commercial proxy should specify its type, and in the case of a joint commercial proxy or irregular joint commercial proxy, also the manner in which it is exercised.