Both a power of attorney (pełnomocnictwo) and a commercial proxy (prokura) are forms of legal representation. Both the attorney (pełnomocnik) and the commercial proxy (prokurent) act on behalf of and in the interest of the person or entity they represent. The purpose of granting either is to relieve the principal of the need to perform various legal acts personally.
Differences Between Power of Attorney and Commercial Proxy– The Principal
A power of attorney can be granted by any legal entity (both natural persons and legal persons) with legal capacity. It is used both in professional settings (e.g. authorizing a lawyer to represent someone in court) and in private matters (e.g. authorizing a family member to handle an administrative task). There are very few legal acts that cannot be performed via an attorney (e.g. writing a will must be done personally).
Commercial proxy on the other hand, is a special type of power of attorney tailored to business activities. A commercial proxy is also an attorney, but one authorized to perform acts (e.g. signing contracts, representing in court) related to the operations of the principal`s enterprise.
Only entrepreneurs listed in the CEIDG (Central Register and Information of Economic Activity) or in the National Court Register (KRS) can grant commercial proxy. The commercial proxy must be officially registered and proxy`s data are required to be disclosed in these registers. In the case of companies or partnerships, granting a commercial proxy requires the unanimous consent of all board members or partners authorized to manage the company affairs.
Differences Between Power of Attorney and Commercial Proxy – Scope of Authority
The scope of a authority of attorney is determined by the content of the power of attorney. Therefore, the actions that the attorney may take depend on the will of the principal.
The scope of authority of a commercial proxy is defined by law. A commercial proxy is authorized to carry out judicial and non-judicial acts related to operating an enterprise. The principal cannot limit this statutory scope of authority in a way that would be effective against third parties. This means that if a principal limits the commercial proxy’s authority, actions beyond that scope may still be legally valid (though the proxy may be liable for damages to the principal).
The law allows for some specific limitations of commercial proxy, such as:
Even while being given a commercial proxy, a separate, specific power of attorney from the principal is required for commercial proxy to be authorized to:
Differences Between Power of Attorney and Commercial Proxy – Who Can Be Appointed
A power of attorney can be granted to:
In contrast a commercial proxy can only be a natural person with full legal capacity.
Differences Between Power of Attorney and Prokura – Form
A power of attorney generally does not require a specific form – it can even be granted orally.
There are however few exceptions to this rule:
Commercial proxy must always be granted in written form under pain of nullity.
Differences Between Power of Attorney and Commercial Proxy – Revocation
Both a power of attorney and commercial proxy are generally revocable. Likewise, both attorney and commercial proxy can resign.
However, in case of power of attorney, the principal can waive the right to revoke it if justified by the matter of legal relationship on which the power of attorney is based.
This is not allowed for commercial proxy – an entrepreneur cannot waive the right to revoke
commercial proxy.
If commercial proxy is granted by a company or a partnership, only statement of one board member or partner managing the company is required to revoke it.
Co-author: lawyer Mikołaj Kręcisz
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