What is a commercial proxy?
In Polish commercial practice, prokura is a special type of power of attorney, often referred to in English as a commercial proxy or commercial power of attorney. It may be granted by an entrepreneur entered in the relevant public register, namely the register of entrepreneurs of the National Court Register or the Central Registration and Information on Business. Its purpose is to allow an authorised person to act on behalf of the entrepreneur in matters connected with running the business.
Under Article 1091 of the Polish Civil Code, prokura covers judicial and extrajudicial acts related to the operation of an enterprise. This means that a commercial proxy may represent the entrepreneur in court proceedings, before public authorities, in negotiations and in contractual relations, provided that the matter is connected with the business activity of the entrepreneur.
A commercial power of attorney is broader and more formalised than an ordinary power of attorney. It is designed for business operations and is disclosed in a public register, which allows contractors, banks and authorities to verify who is authorised to represent the entrepreneur. At the same time, commercial power of attorney is not unlimited. Certain acts, such as the disposal of an enterprise, granting the enterprise for temporary use, or the disposal or encumbrance of real estate, require a separate power of attorney for a specific transaction.
What does a commercial proxy do?
A commercial proxy may perform a wide range of legal and business-related actions on behalf of the entrepreneur. In practice, this may include signing commercial contracts, submitting declarations of intent, representing the company in dealings with contractors, participating in court or administrative proceedings, handling banking documentation, or taking part in negotiations concerning the day-to-day operation of the enterprise.
The exact scope of authority depends on the type of commercial power of attorney granted. Polish law allows, among others, independent commercial proxy, where the proxy may act alone, and joint commercial proxy, where cooperation with another commercial proxy, a member of the management body or an authorised partner is required. A branch commercial proxy may also be established, limited to matters entered in the register for a specific branch of the enterprise.
A commercial proxy must be a natural person with full legal capacity. It cannot be granted to a legal entity, such as another company. The appointment of a commercial proxy must be made in writing under pain of invalidity. In companies and partnerships, the internal decision-making rules concerning the appointment and revocation of a commercial proxy should also be observed, including the relevant provisions of the Commercial Companies Code and the company’s constitutional documents.
Disclosure of commercial power of attorney in the public register is important for legal certainty. Although the granting of commercial power of attorney is generally effective upon proper appointment, registration helps third parties confirm the authority of the proxy and reduces the risk of disputes concerning representation. For this reason, entrepreneurs should ensure that register entries remain accurate and up to date.
When is it worth using a commercial proxy?
Commercial power of attorney is useful when the owner, management board or partners cannot personally handle all legal and business matters of the enterprise. It is often used in companies with complex operations, multiple locations, frequent contractual activity, or regular interaction with courts, public authorities and financial institutions.
For entrepreneurs, a commercial proxy may support operational efficiency by allowing trusted individuals to sign documents, represent the company and manage recurring legal matters without the need for separate authorisation each time. For contractors, the existence of a properly registered commercial proxy may simplify verification of representation and reduce transactional uncertainty.
Commercial power of attorney may be particularly relevant in matters involving commercial contracts, corporate governance, debt recovery, business restructuring, employment-related documentation, real estate transactions requiring additional authorisation, and disputes with contractors. It may also be important during business acquisitions, company mergers, divisions or changes in management structure, where questions of valid representation often arise.
Early consultation with a lawyer may help determine whether commercial power of attorney is the appropriate form of authorisation, how it should be structured, and whether additional corporate approvals or special powers of attorney are required. This can help avoid invalid acts, representation disputes, delays in transactions, liability risks or financial losses resulting from improperly granted or incorrectly used authority.
Legal support regarding commercial proxy
Legal advice may be needed both at the stage of appointing a commercial proxy and when verifying whether a person acting as a proxy is properly authorised. This is especially important where the company uses joint representation, where the proxy acts together with a management board member or an authorised partner, or where a transaction falls outside the standard scope of commercial power of attorney.
Support of a law firm in matters concerning commercial power of attorney may include in particular:
- preparing documents appointing or revoking a commercial proxy,
- reviewing the permissible scope and type of commercial power of attorney,
- advising on representation rules in companies and partnerships,
- preparing applications for registration of commercial power of attorney in the relevant register,
- verifying whether a commercial proxy may sign a specific agreement or declaration,
- assessing risks connected with defective representation,
- drafting special powers of attorney for transactions outside the statutory scope of commercial power of attorney,
- supporting entrepreneurs in disputes concerning validity of actions taken by a commercial proxy.
Need assistance with a commercial proxy? Contact us.
See also
- Commercial Law
- Board resolution
- Company Registration
- Business dispute