A company’s representative vs. proxy in Poland — differences and ways to establish
What are the differences between a representative and a proxy in Polish companies? How many enterprises in this country use a power of representative and how many use a proxy? How to appoint company representatives and does it have to be reported in business registers CEIDG and KRS?
Number of proxies and representatives in Polish business (July 2021)
At present, 2.6 million active entrepreneurs that run sole proprietorships are entered in the Central Registration and Information on Business (in polish: Centralna Ewidencja i Informacja o Działalności Gospodarczej — abbreviation of register: CEIDG), of which 374.1 thousand are has established 395.6 thousand representatives. The number of representatives exceeds the number of active enterprises as it is possible to grant a power of representation to more than one person. The industries that most often use it include construction, hairdressing and road transport of goods.
In turn, the number of proxies is less than 86.3 thousand in actively operating companies registered in the National Court Register (in polish: Krajowy Rejestr Sądowy — abbreviation of register: KRS); there are currently around 642.6 thousand of them in Poland.
In polish, a company’s representative (a plenipotentiary) is pełnomocnik, and proxy is prokurent.
The representative and the proxy — 4 main differences
Both plenipotentiary and proxy are representatives of the entity that authorizes them to do business on their behalf. The first difference between a representative (pełnomocnik) and a proxy (prokurent) is that the first one can be appointed by anyone in a company, and a proxy only by an entrepreneur.
The second difference concerns the scope of their activities. The activities of the proxy are determined by the provisions of the Polish Civil Code, which means that the entrepreneur cannot independently determine the scope of the proxy’s activities, but only select the type of proxy. In turn, the scope of the representative’s activities is precisely defined by the authorizing person in the declaration of will.
The third difference is the legal status — a proxy cannot be a legal person (e.g. an accounting office), but there is nothing to prevent a legal person from becoming a plenipotentiary.
The fourth difference concerns the age of the person — in the light of the Polish law, only an adult may be a proxy, while a representative may be a person who is at least 13 years old.
Who is a representative and how to establish one?
There are two main categories of power of plenipotentiary: ordinary and professional.
A professional power of representative is granted to a person, attorney or legal advisor because it is required, for example, in the case of submitting complaints to the court and cassation proceedings.
When it comes to ordinary powers of representative, we can distinguish three types of ordinary powers:
- general — the plenipotentiary’s actions are related to taking current actions; a general representative may represent the authorizing person before administrative authorities;
- generic — in this case, the activities of the person go beyond the matters of the management board; A generic power must specify in detail the scope of activities that may be undertaken by this person;
- special — the activities of the person are related only to a specific legal act, for which the provisions impose the obligation to have this power of representative.
If you want to grant a power of representative, you, as the principal (the person granting the power of plenipotentiary), make a so-called declaration of will. Before you do that, however, you must define the scope of matters and activities that you want the representative to be able to arrange on your behalf. Then you choose a trusted person as your plenipotentiary, because you are ultimately responsible for the their actions. You can grant this kind of power to act on your behalf to more than one person.
It is advised to register you representative in CEIDG
If you run a sole proprietorship in Poland, enter the information about your representative to CEIDG register. Thanks to this, your representative will not have to submit extra document every time he / she does something on your behalf.
The power of attorney should contain:
- your and representative’s data: name, surname, PESEL number, place of residence, name and number of the identity document;
- details on the scope of the representative’s powers;
- place and date (optional) of drawing up the document.
To manage powers of attorney and procuration on your entrepreneur’s account, log in to your account on official website for Polish companies BIZNES.GOV.PL (which replaces CEIDG.GOV.PL).
Who is a proxy and how to establish one in Poland?
There are four types of proxy:
- independent, which allows the commercial proxy to act independently in the scope resulting from the authorization; a commercial proxy may perform court and out-of-court activities related to running an enterprise;
- joint, which authorizes the commercial proxy to act on behalf of the entrepreneur only together with another commercial proxy;
- joint, which authorizes the commercial proxy to act with another commercial proxy and with a partner in a commercial partnership or a member of the management body;
- specifically joint (also called improper joint commercial proxy) — authorizes the commercial proxy only to act with a partner in a commercial partnership or a member of the management body.
As in the case of a plenipotentiary, before appointing a proxy, specify what type of proxy will be granted to them and select the appropriate person, bearing in mind that the proxy has wider powers than a representative. The powers of a proxy include, among others: concluding sale and rental agreements, signing promissory notes, taking out loans and credits, concluding employment contracts. You will not be able to limit the scope of the proxy’s authorization to selected cases.
IMPORTANT! Activities that are excluded from the scope of the proxy’s activities include the sale or handing over of the company for temporary use and the sale or encumbrance of real estate owned by the company.
Procuration may be granted by:
- a natural person, including a natural person who conducts business activity entered in the CEIDG register;
- a legal person, i.e. capital companies that are entered in the National Court Register;
- organizational units that do not have legal personality (partnerships entered in the National Court Register).
To appoint a proxy or a representative in the Polish National Court Register (KRS), you must submit a registration application on the KRS-ZL and KRS-Z3 forms. Unfortunately, applications cannot be submitted in electronic form — they must be delivered in person or by registered mail to the commercial court, which keeps your company’s registration files. The exception applies to companies registered online — in this case, you can report the proxy via the s24 system.
The applications must also include written statements of all members of the company’s management board, which include consent to the appointment of a commercial proxy and a written consent of the appointed proxy. Remember that you should notify the KRS within 7 days of its establishment.
Your application should contain information such as:
- first name and surname of the proxy (including the middle name);
- PESEL number and date of birth of the proxy;
- information on the proxy’s citizenship;
- the procurator’s service address;
- contact details of the proxy;
- type and manner of executing a procuration;
- date of establishing the procuration.
Submitting an application for entry of a procuration into the National Court Register is associated with the necessity to pay a court fee, which amounts to PLN 350. The fee must be paid prior to the submission of the application, as acceptance is subject to confirmation of payment.
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