What is a proxy in the company responsible for?


A limited liability company may appoint a commercial proxy within its structures to represent the company when its management board performs legal actions. What does such a proxy do and what is the scope of his duties?

Who is the commercial proxy in the company?

A proxy is a person who has been granted proxy. The definition and scope of the proxy are regulated in the Civil Code. Pursuant to the applicable provisions, a proxy is understood as a power of attorney granted by an entrepreneur, which includes the authorization of a proxy to perform extrajudicial and judicial activities in connection with the enterprise being run. Only a natural person with full legal capacity may be a proxy. A proxy, as a type of special power of attorney, cannot be transferred to another person, however, the commercial proxy has the right to grant a power of attorney to another person to perform a specific legal act.

Appointment of a proxy in a limited liability company

A proxy in the Company is appointed by the Management Board. If it consists of several or a dozen or so members, the consent to appointment must be unanimous. Thus, the simple majority will not apply here, which is worth paying attention to.

How is the commercial proxy responsible for the obligations incurred by the company?

The Civil Code does not unequivocally regulate the issue of the proxy's liability, while the Commercial Companies Code only contains a regulation on bringing the company and its management board to liability for defaulted obligations. A proxy does not have to be an employee of the company and does not need to have a dedicated education! Also under the provisions of the Bankruptcy and Reorganization Law, we do not find a direct reference to the commercial proxy's liability, but only a mention that liability for damage resulting from failure to file a bankruptcy petition within the statutory deadlines is borne only by persons who have the right to represent a limited liability company. It can be inferred from the above statement that the commercial proxy is a person authorized to represent a given company, but he is not entitled to perform the above-mentioned activities, therefore it should be presumed that it is impossible to assign responsibility in this respect to him. The only liability of a commercial proxy that can be derived from the provisions of the above-mentioned acts is liability under the general principles of the Civil Code. The provision of art. 415 of the Civil Code stipulates that anyone who caused damage to another through willful misconduct is obliged to repair it.