Commercial Proxy — Definition and Legal Characteristics
A commercial proxy is a special type of power of attorney under Polish law. It may be granted only by an entrepreneur registered in CEiDG or KRS. By granting a commercial proxy, the entrepreneur authorizes the proxy holder to act on their behalf in both judicial and extrajudicial matters connected with the operation of the business.
Form of Granting
A commercial proxy must always be granted in writing under pain of nullity (ad solemnitatem). Furthermore, the creation or termination of a commercial proxy must be reported to the relevant business register (CEiDG or KRS). The notification must specify the type of commercial proxy, and in the case of a joint proxy, the manner of its exercise.
Scope of Authority and Limitations
A commercial proxy holder may represent the entrepreneur in nearly all legal and business matters. However, certain actions require a separate, specific authorization:
- selling the enterprise,
- leasing or transferring the enterprise for temporary use,
- selling or encumbering real estate.
Types of Commercial Proxy
Depending on the company’s structure and needs, different types are available:
- Sole (individual) commercial proxy — the proxy acts independently, which allows for quick decision-making but may carry higher risks.
- Joint commercial proxy — requires two or more proxies to act together. This provides greater control but may slow down decision-making.
- Branch commercial proxy — limited to matters connected with a specific branch of the business.
Eligibility and Transferability
Only a natural person with full legal capacity may be appointed as a commercial proxy.
A commercial proxy is non-transferable — the proxy cannot transfer it to another person or issue a general power of attorney. They may, however, grant a special power of attorney for specific actions.
Termination and Revocation of a Commercial Proxy
- A commercial proxy may be revoked at any time by the entrepreneur.
- It also expires in the event of:
- deletion of the entrepreneur from the register,
- declaration of bankruptcy, commencement of liquidation, or restructuring,
- death of the proxy or appointment of a court guardian,
- as expressly regulated by the Civil Code.
The entrepreneur’s loss of legal capacity does not automatically terminate the commercial proxy.
Conclusion
The commercial proxy is a valuable legal tool for day-to-day business management. It grants wide-ranging authority while maintaining certain safeguards. Choosing the right type (sole, joint, or branch) and properly registering it ensures flexibility, security, and compliance.
Contact SKLAW – together we will find a solution tailored to your business. We offer comprehensive legal support in establishing, implementing, and monitoring prokura (commercial power of attorney). Our approach is flexible – we adapt the appropriate authorization model to the specific needs of your company. Our experience ensures not only effectiveness, but also the legal security of the solutions we implement.