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How to report the establishment of a proxy and an entry in the relevant register!

A proxy is a power of attorney of a special type that appears in connection with running a business. Its establishment, however, requires the submission of an appropriate notification, so that the commercial proxy is visible to all people outside the company. How to report the establishment of a proxy? How to properly convey information about the appointment of a proxy and where should it be done?

What is a procuration?

Pursuant to Art. 1091 of the Civil Code, a proxy is a power of attorney granted by an entrepreneur subject to the obligation to enter into the Central Register and Information on Economic Activity or to the register of entrepreneurs of the National Court Register, which includes authorization to perform judicial and extrajudicial activities related to running an enterprise. You may not limit the procuration with effect against third parties, unless a special law provides otherwise.

The commercial proxy is therefore a representative of a specific enterprise performing specific legal actions for which he has the appropriate authorization. The judgment of the Supreme Court of 8 March 2017 (file reference number IV CSK 321/16)

It follows from the essence of commercial proxy that it is a power of attorney granted by an entrepreneur, also referred to as a commercial representation, which includes authorization to perform judicial and extrajudicial activities related to running an enterprise, it cannot, as a rule, be limited to third parties, and legal actions requiring special powers of attorney are listed in the Act.

How to report the establishment of a proxy?

In order to be valid, a proxy requires a written form, and only a natural person with full legal capacity may be appointed a proxy. Therefore, it is not necessary to appoint a proxy in the form of a notarial deed, although it must be clearly stated that to sell the enterprise, perform a legal action on the basis of which it is commissioned for temporary use and the sale and encumbrance of the real estate, a power of attorney for a particular action is required - in this case, provide authorization in the form of a notarial deed.

Entry in the register

An important premise that determines the validity of a proxy is its entry into the relevant register. In the case of entrepreneurs conducting sole proprietorship, it will of course be the Central Register and Information on Economic Activity (similarly to civil partnerships). If, however, the enterprise is run in the form of a commercial law company, the procuration should be reported to the register of entrepreneurs of the National Court Register. The Supreme Court's judgment of October 20, 2005 (file reference number II CK 120/05)

The procuration is valid even though it has not been entered in the court register. However, the entry in the register is important from the point of view of certainty and security of legal transactions, for two reasons. First, it is connected with the presumption of validity of granting a procuration under Art. 17 us. 1 of the Act on the National Court Register. Secondly, the commercial proxy is able to effectively identify himself with a copy or excerpt from the court register. This applies both to the participation of the commercial proxy and in the proceedings before the court, as the commercial proxy should attach to the case file an excerpt or excerpt from the court register, which replaces the required from the proxy - pursuant to Art. 89 § 1 of the Code of Civil Procedure - power of attorney. As can be seen from the above, although the lack of an entry of a proxy in the relevant register does not invalidate the appointment of such a proxy, it is nevertheless necessary due to formal and legal requirements - without the entry, there is a risk that actions taken by an unregistered proxy will simply not be recognized.

Notification of the procuration to CEIDG

In the case of sole proprietorship or an enterprise operating in the form of a civil partnership, the procuration must be reported to CEIDG. The application for entry should be submitted no later than 7 days from the occurrence of the changes, i.e. from the date of establishing the proxy.

A commercial proxy may be entered into CEIDG in two different ways:

in the traditional form - by submitting a correctly completed registration form to the appropriate city or commune office (the seat of business is decisive) in person or by registered mail;
in electronic form - by notifying a proxy in the CEIDG system (a certified qualified electronic signature or an active ePUAP account is required here).

The registration application is not subject to any stamp duty and should contain the following information:

first name and surname of the proxy;
the proxy's PESEL number, if he has one;
date of birth of the proxy, unless he has a PESEL number or tax identification number (NIP);
tax identification number (NIP) of the proxy, if he has one;
information about the proxy's citizenship;
the procurator's service address;
contact details of the proxy, in particular e-mail address, website address, telephone number, if these data have been provided;
the type and manner of executing a procuration;
date of establishing the procuration.

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Notification of the procuration to the National Court Register

The form of the declaration of the proxy representing the entity entered in the National Court Register is slightly different. In this case, it becomes necessary to submit a registration application on the appropriate form, which is available at the seat of each commercial court and on the Internet - of course, it is the KRS-ZL and KRS-Z3 forms.

The procuration should be reported to the register of entrepreneurs of the National Court Register within 7 days from the moment of its establishment. The application must be submitted to the commercial court, which keeps the registration files of the entity - the seat of the enterprise is decisive here. In addition to the correctly completed forms, the applicant must also submit a written declaration of all members of the management board of a given enterprise, which agrees to the appointment of a proxy. Currently, however, it is not required to submit the proxy's signature specimen, which was in force only a few years ago. Remember, however, that it is necessary to attach a written consent of the person who is appointed to the position of a proxy. The basic data of the commercial proxy submitted to the registry court are:

first name and surname of the proxy (also middle name, if given);
PESEL number and date of birth of the proxy;
information about the proxy's citizenship;
the procurator's service address;
contact details of the proxy, in particular e-mail address, website address, telephone number, if these data have been provided;
the type and manner of executing a procuration;
date of establishing the procuration.

Unfortunately, the application for entry of a proxy in the National Court Register is subject to a court fee, which amounts to a total of PLN 350 (PLN 250 for the application and PLN 100 for publishing information about the proxy in the Court and Economic Monitor). Payment must be made before the registration application, so it becomes necessary to attach payment receipts to the submitted application (e.g. in the form of a printout from electronic banking).

The registration application may only be submitted in the traditional form - in person at the competent court or by registered letter. In the event of errors in the submitted forms or deficiencies, the registration court will call the company to correct or complete them within 7 days from the date of receipt of the relevant letter. If no corrections are made, the application will not be considered at all.

Summary

The notification of the establishment of a proxy is not necessary for the validity of the appointment of the proxy itself. For formal reasons, however, it must be done within 7 days from the moment of establishing this power of attorney. In the case of sole proprietorships and those operating in the form of a civil partnership, the proxy must be reported to CEIDG (the application is not subject to any fees and can be submitted in person or electronically). In relation to entities subject to entry in the National Court Register (commercial law companies), a proxy may only be submitted in a traditional paper form and is subject to a fixed fee of PLN 350.