How does a commercial proxy differ from a management board member?
The management board is a corporate body. It manages the company’s affairs and represents it under the Polish Commercial Companies Code and the articles of association. A commercial proxy does not join that body but acts as a special representative within the statutory scope of prokura.
This distinction has practical consequences. A proxy may sign many operating agreements, make statements and represent the company in proceedings, but does not acquire the board’s authority to manage the company’s affairs. Where a transaction requires a prior board, shareholder or other corporate approval, prokura does not remove that requirement.
Nor does the individual assume the statutory liability of a board member merely because they have been granted prokura. Duties and exposure may nevertheless arise from a separate contract, assigned responsibilities and the way the person actually acts.
Management board changes and representation are discussed in Appointing or removing a management board member in Poland.
Who can be appointed and what does the process require?
The proxy must be an individual with full legal capacity. Prokura cannot be granted to a company, foundation or another organisation. The candidate should be assessed not only against the formal test but also by reference to trust, access to information and ability to handle the intended transactions.
For a Polish limited company, the process has two connected components:
The document should identify the proxy, the form of prokura and how it is exercised. The company should then report the grant to the commercial register of the National Court Register (KRS). The filing must match the corporate decision and authority document, particularly for joint or mixed prokura.
KRS disclosure makes the authority and its exercise visible to third parties. The Civil Code makes written form — rather than registration itself — the validity requirement. As a risk-management measure, the filing should nevertheless be submitted promptly and the company should avoid discrepancies between its documents, the register and signing practice.
- consent of all management board members to the appointment;
- a written grant of prokura, failing which the authority is invalid.
Which form of prokura should the company choose?
Prokura may allow one person to act individually or require several commercial proxies to act jointly. It may also require the proxy to act together with a management board member. A branch prokura may be limited to matters entered in the register for a particular branch.
The choice should balance speed and control:
Where a multi-member board’s representation is not addressed in the articles of association, the Commercial Companies Code requires two board members or one board member and a commercial proxy to act together. This rule governs the board’s manner of representation. It does not convert sole prokura into joint authority: a sole commercial proxy may act independently within their own statutory authority.
- sole prokura allows the proxy to act independently;
- joint prokura requires the specified commercial proxies to act together;
- mixed joint prokura requires the proxy to act with a management board member;
- branch prokura is limited to the registered affairs of a particular branch.
What may a commercial proxy sign?
Prokura covers court and out-of-court acts connected with running the enterprise. In an ordinary company this may include customer and supplier contracts, statements, dealings with public authorities and representation in proceedings.
Its statutory scope cannot generally be limited against third parties. If the management board internally prohibits the proxy from signing contracts above PLN 100,000, a breach may have consequences between the company and the proxy but does not necessarily invalidate an agreement made with a counterparty within the statutory scope of prokura.
This does not prevent proper control. The company may use joint or mixed prokura, an approval matrix, technical bank limits and prior corporate approvals. It must, however, distinguish its internal decision-making rules from external authority to represent the company.
Which transactions require separate authority?
The Civil Code requires authority for the specific transaction in the case of:
Prokura alone, including sole prokura, is insufficient for these transactions. The scope and form of the specific authority must match the intended transaction.
Article 210 of the Commercial Companies Code creates a separate exception. In a contract or dispute between a Polish limited company and a management board member, the company is represented by its supervisory board or a representative appointed by a shareholders’ resolution. A person who is also a commercial proxy may act only if separately appointed under the required procedure; prokura itself does not replace the shareholders’ resolution.
See Contract between a Polish company and a management board member.
- disposal of the enterprise;
- granting temporary use of the enterprise;
- disposal of real estate;
- encumbrance of real estate.
May the proxy appoint another representative?
Prokura cannot be transferred to another person. The commercial proxy may, however, grant a power of attorney for a specific transaction or a defined category of transactions. The representative does not become a commercial proxy and acts only within the separate authority granted.
The company should regulate internally when this power may be used, who may be authorised and how such authorities are recorded. This avoids a situation in which the KRS entry is accurate but the company has no reliable view of transaction-specific and category-specific powers of attorney.
How is prokura revoked and when does it expire?
Prokura may be revoked at any time. In a Polish limited company, any management board member may revoke it. The company should promptly recover documents and access rights, notify relevant teams and report expiry to KRS.
It also expires in the statutory events, including:
The decision to revoke authority is not the end of the operational process. KRS, bank access, electronic signatures, contract workflows, authorisation lists and communications with key counterparties should be synchronised. A broader change should be combined with a review of company representation and corporate records, as explained in Amending the articles of a Polish limited company and the KRS filing.
- deletion of the business from CEIDG or the commercial register;
- declaration of bankruptcy;
- opening of liquidation;
- transformation of the business;
- death of the commercial proxy;
- appointment of a court curator because the legal person lacks a body or the required composition of that body.
How the issue appears in practice
Hypothetical example: sole prokura without a transaction matrix
A Polish subsidiary of an international group appoints its operations director as a sole commercial proxy to sign routine agreements. The board consent and written authority are valid, but an internal policy merely states that head-office approval is required for each contract above PLN 200,000. The company does not explain to its team or counterparties the difference between an internal limit and the statutory scope of prokura. The proxy signs a PLN 350,000 supply contract without the internal approval. They then intend to sign a sale of the company’s real estate, assuming that prokura covers both transactions. The supply agreement falls within the statutory authority despite the internal procedural breach. The real-estate sale, however, requires authority for that specific transaction. A proper process would separate three layers: external representation, internal commercial approvals and transactions requiring specific authority. If the company wants a second person to participate in material contracts, it should consider joint or mixed prokura rather than rely solely on an internal monetary limit. The transaction matrix should also identify acts that cannot be completed under prokura alone.
Matters to determine or verify before proceeding
- Which transactions should the commercial proxy handle, and why is an ordinary power of attorney insufficient?
- Does the candidate meet the formal requirements and have the necessary level of trust and company knowledge?
- Has the management board validly given unanimous consent to the appointment?
- Should the authority be sole, joint, mixed or branch prokura?
- Do the authority document and KRS filing describe the manner of exercise identically?
- Which decisions require internal board, shareholder or group approval?
- Which anticipated transactions require a separate specific power of attorney?
- How will the company withdraw access and documents and update KRS when prokura ends?
Key issues at a glance
| Issue | Key information |
|---|---|
| Sole prokura | The commercial proxy acts independently within the statutory scope. |
| Joint prokura | The specified commercial proxies must act together in the manner disclosed in the register. |
| Mixed joint prokura | The commercial proxy acts together with a management board member as granted and disclosed. |
| Branch prokura | It covers the registered affairs of a particular branch. |
| Internal restriction | A monetary limit or transaction list does not generally restrict prokura against third parties. |
| Specific transactions | Disposal or lease of the enterprise and disposal or encumbrance of real estate require authority for the specific transaction. |
| Revocation | Any board member may revoke prokura; expiry should be reported to KRS and implemented operationally. |
Legal basis
- Act of 23 April 1964 — Polish Civil Code, in particular Articles 109¹–109⁸.
- Act of 15 September 2000 — Polish Commercial Companies Code, in particular Article 205, Article 208 §§ 6–7 and Article 210.
- Act of 20 August 1997 on the National Court Register, in relation to disclosure of the commercial proxy and manner of exercising prokura in the commercial register.
This article provides general information and does not constitute legal advice for a specific matter. The appropriate solution depends on the facts, documents and business objective.
Summary
Prokura is an effective way to organise company representation if the company deliberately selects its form and separates external authority from internal approvals. A policy or monetary limit does not replace proper structuring. Before appointment, the company should prepare the corporate documents, transaction matrix and a process for promptly withdrawing access.