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Who and how can appoint a proxy in Poland?

A proxy is a special type of a power of attorney, because it can be granted only by entrepreneurs obligated to be entered in the register of entrepreneurs. As far as the definition of “the entrepreneur” is concerned, it shall be a natural person, a legal person (for example a joint stock company, a limited liability company) and an organizational unit called “defective legal person” (for example limited partnership), that carries on economic or professional activity on their own behalf.

However it should be noted that the proxy can by appointed only by those entrepreneurs who are entered in the National Court Register (KRS), which means that the natural persons conducting economic activity can not give a proxy, as they shall be entered in the register of economic activities, not in the register of entrepreneurs (companies). The same prohibition applies to civil partnerships.

The proxy should be granted in writing under pain of nullity. In addition, a proxy holder may only be a natural person having full legal capacity.

The essence of the proxy is a broad empowerment of the appointed proxy holder, who can perform all kinds of judicial and extrajudicial acts associated with running an enterprise. This range may not be in principle either extended or limited, however it is allowed to grant a proxy limited to the scope of cases entered into a register of a branch of an enterprise (a branch proxy). It should also be noted that in some cases the proxy holder must obtain the power of attorney for a particular act – this applies to sale of the enterprise, performance of an act in law by virtue of which it is given to be temporarily used, as well as transfer and encumbrance of immovable property.

Proxy may be granted to one person, as well as to several individuals jointly (so-called a joint proxy). But even in this case declarations or letters to an entrepreneur may be made and delivered to one of the persons who have been granted the proxy jointly.

Furthermore, the entrepreneur has to bear in mind that he shall notify both – the granting and expiration of proxy to the register of entrepreneurs.

legal status: 12.04.2012

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