An attorney in business - what does he authorize?
When running a business, sometimes you have to do your part with an attorney. This is how you can handle official and tax matters, and conclude contracts. What is an attorney in business authorized to do? Do you have to report them somewhere? How to write them?
Power of attorney to sign tax returns
The most frequent contact that taxpayers have with the tax office is filing tax returns. You can appoint an attorney to sign the tax returns. It can be any adult person (unless he has been incapacitated). It may or may not be a tax advisor, attorney-at-law or legal advisor. An employee or a family member of the taxpayer may also be a proxy.
It is possible to establish a power of attorney:
to sign a paper-based declaration (UPL-1P form) - the attorney signs and submits paper-based declarations
to sign declarations submitted by means of electronic communication (UPL-1 form) - the representative in business then signs and submits declarations via the Internet (while signing multiple declarations must have a qualified electronic signature).
It is most convenient to appoint a representative in business to sign tax declarations by completing UPL-1 or UPL-1P forms on the ePUAP platform and signing the form with a trusted ePUAP profile. In this case, the Head of the National Tax Administration is entered as the addressee of the form. If, however, the forms are submitted on paper, the UPL-1 should be submitted to the head of the tax office competent for the registration of taxpayers and remitters; while the UPL-1P - to the tax authority competent for the tax to which a given declaration relates.
The representative always signs his name and surname!
Signing a document with someone else's name and surname is a forging signature on the document and exposes you to criminal liability!
Power of attorney to represent in tax matters
A power of attorney to represent the taxpayer in tax matters must be distinguished from a power of attorney to sign tax returns.
It could be:
general power of attorney (PPO-1) - authorizes to act in all tax matters (and in other matters within the competence of tax authorities); as a rule, they can only be reported electronically, via the Tax Portal.
special power of attorney (PPS-1) - authorizes to act in the indicated (specific) tax case (or the indicated case belonging to the competence of the tax authority); may be submitted in electronic or paper form.
a power of attorney for service (PPD-1) - it must be established when the entrepreneur has no general or specific representative and at the same time moves outside the European Union; it does not need to be established when the service of letters between the party and the office will take place in electronic form; thanks to this power of attorney, the office will send correspondence to the attorney at his address.
Postal power of attorney
Before a longer trip, it is worth appointing a representative to receive correspondence, especially when no one will pick it up in the office during the entrepreneur's absence. Such a representative will be able to collect correspondence addressed to the entrepreneur at the post office.
If it is known that proceedings with the participation of the entrepreneur are pending in a specific office or court, an attorney may be appointed for this proceedings and correspondence in this proceeding will be delivered to the attorney's address. However, this does not protect in the event that other parcels need to be picked up, addressed directly to the entrepreneur, for example a court lawsuit against him.
Without a power of attorney, there will be a problem with the collection of parcels at the post office, especially advised registered letters from the court. This, in turn, can have very negative consequences, because the mail which has not been collected from the post office, despite notifying the notification, is returned to the sender and it is considered successfully delivered.
Without any problem, the parcel will be picked up at the post office by a person who has been granted a postal authorization, and picking up the letter may be very important. For example, parcels in court proceedings are marked with the annotation "pickup in person". In order for such a parcel to be collected at the post office, an attorney must be granted a postal authorization.
The postal power of attorney must be signed at the post office, in the presence of its employee. They are signed by the person granting the power of attorney, not the attorney. Therefore, the presence of the attorney at the post office is not required at the time of signing the power of attorney.
A postal power of attorney may last for a specified period of time or until revoked. It includes on the form of Poczta Polska the details of the person granting the power of attorney and the data of the attorney (name, surname, number of the identity document) and the scope of the power of attorney (i.e. to receive which items it authorizes - it is enough to mark the appropriate items on the form).
The fee for the postal authorization for permanent collection of parcels is PLN 25.83 gross (payable at the post office).
Plenipotentiary in business activity entered into CEIDG
Each entrepreneur entered in CEIDG may disclose in this register the fact of granting a power of attorney to someone. It is not obligatory to enter an attorney in CEIDG. An attorney who is not entered there may also represent the entrepreneur. Importantly, reporting a proxy in CEIDG does not replace the granting of a power of attorney. Powers of attorney already granted are reported. Therefore, it must first be granted, and then it can be reported to CEIDG.
Power of attorney may be submitted in CEIDG immediately during business registration or later. You should then complete the CEIDG-1 form (change of entry). It is most convenient to do it online and sign electronically with a trusted profile. It contains the representative's details. You must also enter the scope of the power of attorney (e.g. general power of attorney).
What does the disclosure of an attorney in CEIDG give?
If the attorney in business will represent the entrepreneur before the offices, then it will not be necessary to provide the power of attorney document each time. The office itself will have to confirm in the CEIDG whether the attorney is authorized to represent the entrepreneur (he will check what scope of the power of attorney has been entered in the CEIDG). The wider this scope is, the more matters the attorney will be able to deal with. The general power of attorney will be the broadest.
Entering an attorney in the CEIDG power of attorney register does not entitle him to represent the entrepreneur in tax matters! For them, a separate application of the attorney is required, as described earlier!
Entering the power of attorney to CEIDG will also bring savings. You will not have to pay the PLN 17 stamp duty each time the attorney takes care of other matters at the office. Such a fee must be paid for the power of attorney filed with the office. Since the representative in business activity is entered in CEIDG, he does not have to submit this document, stamp duty is not necessary.
Plenipotentiary to conclude contracts
A power of attorney may be useful not only in contacts with offices, but also with contractors. An attorney in business will be able, for example, to conclude contracts on behalf of the entrepreneur. However, it is not possible to grant someone a power of attorney to perform all activities.
The broadest scope is that of a general power of attorney. To be valid, it must be in writing. It does not authorize to all activities, but entitles the attorney to take the so-called day-to-day management activities. We will not find their precise list anywhere, but it is about activities usually undertaken within the enterprise of the person who granted the power of attorney.
A generic power of attorney has a narrower scope - it authorizes only to perform actions of a specific type (e.g. only to conclude specific specific contracts).
The narrowest is a specific power of attorney to perform a specific action (e.g. conclude a specific contract).
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Form of the power of attorney
The power of attorney must be in the form required for the contract to be concluded by the representative in business. Therefore, it is not always enough that it will be in writing.
The attorney is to sign a real estate sale agreement. Since the real estate sale agreement requires the form of a notarial deed, the power of attorney must also be in this form.
Revocation of the power of attorney
The power of attorney may be revoked at any time. The representative in business may also resign. If it was entered in the CEIDG - it should be deleted (by changing the CEIDG-1 entry).
Revocation of "tax" powers of attorney should be reported on the following forms:
OPO-1 - revocation of the general power of attorney
OPS-1 - revocation of a specific power of attorney
OPD-1 - revocation of the power of attorney for service
OPL-1 - revocation of the power of attorney to sign electronic declarations
OPL-1P - revocation of the power of attorney to sign paper declarations.
Agreements after the expiry of the power of attorney
If the representative in business activity has concluded agreements with our contractors, they can be informed about the termination of cooperation with him. This is a security measure in case the attorney turns out to be dishonest and, using the old power of attorney, performs some action on behalf of the person who granted it (e.g. concluded another contract). Such an agreement concluded within the limits of the old power of attorney will be valid (even though the power of attorney has already expired), unless the other party knew or could easily find out about the expiry of the power of attorney (Art. 105 of the Civil Code).