The commercial proxy represents the commercial company
For representation purposes, commercial companies may appoint proxies or grant a specific power of attorney - proxies. Therefore, they can appoint a commercial proxy, the scope of which cannot be questioned by third parties.
In the case of a limited liability company, the principles of representation have been regulated in Art. 205 of the Commercial Companies Code. In accordance with the above-mentioned the provision: “If the management board consists of more than one person, the manner of representation is specified in the articles of association. If the articles of association do not contain any provisions on this matter, the cooperation of two members of the management board or one member of the management board together with a commercial proxy is required to make statements on behalf of the company. Statements made to the company and letters delivered to the company may be made against one member of the management board or a proxy. The above regulations do not exclude the establishment of a single or joint commercial proxy and do not limit the rights of commercial proxies resulting from the provisions on commercial proxy ”.
Proxy as an institution of civil law
The notion of a power of attorney falls within the limits of the institution of a power of attorney. Art. 109 § 1 of the Civil Code defines its definition. He understands it as a power of attorney granted by an entrepreneur subject to the obligation to enter into the register of entrepreneurs, which includes authorization to perform judicial and extrajudicial activities related to running a business. Moreover, the proxy must be registered in the National Court Register. In addition, it is associated with the payment of a fee of PLN 350 (PLN 250 for the court fee and PLN 100 for the announcement of an entry in the Ministry of Foreign Affairs). This fee applies to both the entry of data and the deletion of the proxy.
It should be noted that, unlike "ordinary" powers of attorney, the content and scope of the power of attorney are determined exclusively by the act. In the case of a power of attorney, the principal influences its scope. Pursuant to the Civil Code, only a natural person with full legal capacity may be a proxy. Moreover, procuration may only be granted by entities conducting business activity. There is a stand-alone commercial proxy - a commercial proxy is authorized to perform acts independently, as well as a joint proxy, by means of which several persons must act jointly in the representation of the principal. A branch procuration may also be granted, i.e. within the scope of matters entered in the register of the enterprise branch.
Who can dismiss a commercial proxy?
The proxy may be recalled by any member of the management board, unless the articles of association provide otherwise. The company, as in the case of appointing a proxy, in the event of an appeal, is obliged to report this fact to the National Court Register within 7 days of the appeal. The procuration may also expire, as indicated in Article 109 of the Civil Code. This can happen when:
removing the company from the register,
opening of liquidation or
transformation of the entrepreneur, and
the natural reason for the proxy's expiry, which is the death of the commercial proxy.
The death of the entrepreneur or the loss of his legal capacity do not terminate the procuration.
What limitations does a proxy have?
Pursuant to the provisions of the Civil Code, the procuration cannot be limited with effect towards third parties. Any contractual restrictions on the commercial proxy resulting from the basic relationship or agreements with the company have effect only in the sphere of internal relations of the company and do not apply to third parties. This applies to situations where, for example, the company will not be able to rely on defective representation in the event that the commercial proxy concludes an agreement with the contractor (and, in accordance with the content of the procuration, could not do so).
In the Civil Code, Art. 109 activities that the commercial proxy cannot perform have been listed, including:
sale of the enterprise,
handing over the enterprise for temporary use,
sale or encumbrance of real estate.
However, the scope of these rights can be extended by granting specific powers of attorney to the commercial proxy.
Restrictions may also occur with regard to the representation of a commercial proxy in internal relations between the company as the principal and the commercial proxy. As a rule, the basis for granting a procuration is a civil law relationship (e.g. contract of mandate) or an employment relationship. On this basis, the commercial proxy will be obliged to perform certain actions. It is in this internal relationship between the principal and the proxy that certain restrictions can be introduced. Their violation will result in the commercial proxy's liability to the company.
As it results from the special solutions adopted in the Civil Code, the procuration may be limited to the scope of matters entered in the register of a branch of an enterprise (departmental procuration).