Matters related to granting power of attorney are governed by provisions of the Civil Code (Articles 98 - 109). Power of attorney may be granted only to a person holding full or limited capacity to perform legal acts (that is a proxy should hold at least a limited capacity to perform legal acts). Power of attorney requires a written form.
Besides, Articles 98 - 109 of the Civil Code do not limit power of attorney to natural persons. This means, that a legal person may also be appointed a proxy (Resolution of the Supreme Court of September 23, 1963, file reference III CO 42/63). Exceptions to the above rule are indicated by specific Acts (for example in court and before administration authorities, a proxy can only be a natural person).
Types of powers of attorney
Powers of attorney are divided due to the scope of authorization into:
- General power of attorney (to perform operations of ordinary management),
- Specific power of attorney (to perform a specific range of acts),
- Specific limited power of attorney (to perform specific, indicated legal acts).
Remember, that establishing a proxy requires written form in order to be valid.
Establishing a proxy
The scope of authorization of a proxy is dependant on the granted power of attorney. A proxy may be authorized to perform a legal act on the behalf of the principal - for example the sale / acquiring of an apartment, motor vehicle, or registration of a sole tradership in the Central Register and Information on Business (CEIDG).
According to Article 99 (1) of the Civil Code, if the validity of a legal act requires a special form, the power of attorney to carry out this act should also be granted in the same form. For example the sale / acquisition of real property requires the form of a notary deed. According to Article 180 of the Commercial Companies Code, disposal of share in a limited liability company, its part or a fractional part of a share, as well as its pledge is made in written form with signatures authenticated by a notary public. An exception is a situation when there is a free transfer of shares to employees of a commercialized company. Then a regular written form is sufficient (Article 36 (4a) of the Act on Commercialization and Privatization).
If the act requires a qualified written form, then the power of attorney must be granted at least in the same form. Due to particular formal requirements of a legal act conducted by a proxy, the document of power of attorney may be drawn up by a notary public in one of the following three forms:
- A notary deed (for example for sale of real property - when the agreement must be concluded in the form of a notary deed - the proxy also must be granted power of attorney in the form of a notary deed),
- A document with signatures authenticated by a notary public (for example for disposal of shares in a limited liability company),
- A document with a certified date.
A written form with signatures authenticated by a notary public is also preserved when the document has not been signed in the presence of a notary public, but the person signing the document has authenticated his signature before a notary public. If such a declaration has been submitted to the notary public after the date of signing the agreement disposing shares, the date of conclusion of the agreement is deemed as the date of authentication of the signature.
In case of registration in the Central Register and Information on Business (CEIDG) by a proxy, a regular written form is sufficient.
Register of proxies maintained by the CEIDG
The register of proxies is maintained by the Central Register and Information on Business (CEIDG) as of January 1, 2012. In the application for entry in the CEIDG, an entrepreneur has the ability to indicate a proxy authorized to conduct acts on his behalf, also related to the change of data in the entry in the CEIDG (for example obtaining an entry, its adoption, suspension and resumption of business activity, as well as removal of the entry from the register).
The CEIDG serves the entrepreneur to disclose already granted powers of attorney. Just the fact of entering a particular person as a proxy is not binding - it is necessary to grant power of attorney in writing. This is important for both the principal and the proxy, because the act made without power of attorney may be considered invalid. A person acting on someone else's behalf without authorization is responsible to a greater extent for the damage caused by its actions.
In terms of powers of attorney indicated in the entry of the entrepreneur, as a rule, it is not required to use a separate document with power of attorney before public administration authorities.
The register of proxies in the CEIDG means, that the system - in the entry of an entrepreneur - indicated data of all established proxies, along with a detailed scope of the their power of attorney (for example a general power of attorney, a specific power of attorney, or a power of attorney limited in time).
Can a proxy make amendments in the entry in the CEIDG on-line?
As of July 1, 2013 an entrepreneur can make amendments in the entry through a proxy.
This functionality is available to proxies who are natural persons. After creating an account on the firma.gov.pl website (just like for entrepreneurs) they may carry out operations on entries of their principles - entrepreneurs entered in the CEIDG, who have indicated them as proxies in the entry.
A proxy who is a registered user of the CEIDG system has the possibility to view the list of entrepreneurs - principles and the types of applications, which he may submit on their behalf. If a particular person is a proxy for more than one entrepreneur, all of the principles shall be assigned to the account of the proxy.
If you want to know who can be a proxy, in which cases a fee for submitting a document with power of attorney shall be charged, in which matters and before which authorities can the proxy represent you, find out more in section I'm running a business/Proxy.