An attorney is a person who acts on behalf of an entrepreneur, with the effects of their acts — a signed contract, a filed application, a received decision — binding the principal as if they had acted in person. The scope of the authorisation follows from the content of the power of attorney, and the form of the document depends on the act the attorney is to be authorised to perform. Alongside an ordinary power of attorney, an entrepreneur entered in CEIDG or KRS may appoint a prokurent, whose authorisation is broader and set out in advance by statute.
Three levels of power of attorney in the Civil Code
| Type | Scope | Example in a firm |
|---|---|---|
| General | acts of ordinary management; requires written form on pain of nullity | day-to-day purchases, receiving correspondence, issuing invoices, handling complaints |
| Specific-type | a specified type of acts going beyond ordinary management | concluding premises leases, contracts with subcontractors up to a specified amount |
| Specific | a single, specific act | signing a notarial deed to buy an office, submitting a bid in a tender |
The boundary of "ordinary management" is not defined in the law, so in practice it is better to list the acts in the document rather than rely on the word "general" alone. If the entrepreneur appoints several attorneys with the same scope, each acts individually, unless the power of attorney provides otherwise (e.g. the signatures of two persons above a specified amount).
Form of the power of attorney — the mirror rule
Article 99 of the Civil Code introduces a simple rule: if an act requires a special form for validity, the power of attorney must take the same form. In practice:
- Purchase or sale of real estate — a notarial deed, so the power of attorney must also be in notarial form.
- Sale of shares in a sp. z o.o. — written form with notarially certified signatures, so the power of attorney in the same form.
- A contract requiring written form — a power of attorney at least in writing; electronic form with a qualified electronic signature is equivalent.
A power of attorney is usually signed on paper or electronically. How the qualified signature works is explained in the article on the electronic signature.
Prokura — commercial power of attorney
Prokura can only be granted by an entrepreneur entered in CEIDG or in the entrepreneurs' register of KRS and covers all court and out-of-court acts connected with running the enterprise. The most important features:
- requires written form on pain of nullity, but without the mirror rule — a prokurent will sign e.g. a contract in notarial form without a separate notarial power of attorney;
- only a natural person with full legal capacity can be a prokurent;
- the scope cannot be limited vis-à-vis third parties; exceptions are joint prokura (several persons together or jointly with a management-board member) and branch prokura;
- for the disposal of the enterprise, its lease and for the disposal and encumbrance of real estate the prokurent needs a separate power of attorney for that act;
- prokura cannot be transferred, but a prokurent may appoint an attorney for an individual act or type of acts;
- it expires, among others, on removal of the entrepreneur from the register, declaration of bankruptcy, opening of liquidation, transformation and the death of the prokurent.
Granting and expiry of prokura must be reported to CEIDG or KRS. An entrepreneur in CEIDG may stipulate in the prokura that after their death the prokurent will become the succession administrator — an important safeguard for the continuity of a one-person firm.
An attorney in authorities
CEIDG
An entrepreneur entered in CEIDG may publish information in the register about an attorney or prokurent: the person's data, the address for service, the scope of the power of attorney and the date it was granted. Publication of information about a prokurent is tantamount to the granting of prokura. A statement that the attorney has accepted the authorisation is attached to the application. More about the register — in the article on CEIDG.
Tax office
The Tax Ordinance recognises three types of powers of attorney:
- general — for all tax matters; filed exclusively electronically with the Head of the National Revenue Administration (form PPO-1) and goes into the central register;
- specific — for a given matter; may be written (form PPS-1) or recorded orally in a protocol;
- for service — mandatory, among others, for a person moving their residence outside the EU or not living in the EU and starting proceedings in Poland, unless they use electronic service.
Any natural person with full legal capacity can be an attorney in tax matters. In minor cases the office may not demand a power of attorney from the party's spouse.
ZUS
At ZUS a power of attorney is usually filed on form PEL, on paper or through the Electronic Services Platform. An accounting office sending returns on the firm's behalf needs such an authorisation.
Stamp duty
Filing a power-of-attorney document with an office in principle costs PLN 17 of stamp duty, paid into the account of the commune office competent for the place of filing, and for electronic filing — in principle for the principal's place of residence or registered office. Powers of attorney for a spouse, ascendant, descendant or sibling are exempt, as are powers of attorney in social-insurance matters, e.g. filed with ZUS. The duty concerns filing the document with an office — a power of attorney shown only to counterparties is not subject to it.
An attorney in a sp. z o.o.
In a sp. z o.o. the company is represented by the management board, and attorneys act alongside it. Two situations deserve special attention:
- Contract with a management-board member — the company is then represented by the supervisory board or by an attorney appointed by a resolution of the shareholders' meeting. The management board cannot itself grant such a power of attorney.
- Shareholders' meeting — a shareholder may vote through an attorney, unless the articles of association exclude it; the power of attorney must be in writing, and the attorney cannot be a management-board member or an employee of the company.
What to watch for when drawing up the document
- Enter the full data of both parties (PESEL or NIP, and for a foreigner the passport number) and the date.
- List the acts rather than use general formulas; for contracts indicate the amount limit.
- Decide whether the attorney may appoint sub-attorneys — without such consent they cannot.
- Decide whether they may conclude contracts with themselves or represent both parties — without express consent this is excluded.
- Set the duration. A power of attorney can be revoked at any time, and after its expiry the attorney should return the document.
A contract concluded by a person without authorisation or in excess of it is not automatically invalid — its validity depends on the entrepreneur's confirmation. The other side may set a time limit for confirmation; failing confirmation, the person acting without authorisation is liable for damages.
How Good Balance can help
We prepare powers of attorney and prokuras tailored to the firm's structure, register them in CEIDG, KRS, the tax office and ZUS, and advise on what scope of authorisation will be safe. Get in touch for a legal consultation or commission us to draft contracts and documents.