Pursuant to Article 1091 of the Civil Code, a power of commercial representation (prokura) is a power of attorney granted by an undertaking that is subject to mandatory registration with the Register of Entrepreneurs, which comprises an authorisation to act in and out of court in matters associated with running of the undertaking. A commercial representative (prokutent), in his capacity as an attorney-in-fact, submits his own declarations of intent but acts on behalf and with legal effects for the principal. This means that his acts produce effects within the principal’s legal domain. The acts performed by the commercial representative impact the external relations between the principal and third parties, without affecting the undertaking’s internal domain.
The authorisation to act in court comprises representation of the undertaking before common and administrative courts, as well as any acts performed in the course or related to legal proceedings. The commercial representative is also authorised to represent the principal before competent authorities, as well as government and local government administration.
The scope of commercial representation is specified in detail under the statute and cannot be restricted vis-à-vis third parties, with the exception of certain statutory cases. In one of such cases, branch power of commercial representation (prokura oddziałowa), laid down under Article 1095 of the Civil Code, the commercial representative’s powers are limited to matters listed in the register as applicable to a branch of the undertaking.
Pursuant to Article 1096 of the Civil Code, while the power of commercial representation cannot be transferred by the commercial representative, but he can appoint attorneys-in-fact to perform specific acts or specific type of acts, and the principal is not entitled to limit that right. However, the appointment of an attorney-in-fact may only extend to the acts falling within the statutory scope of commercial representation.
The purpose of the power of commercial representation vehicle is to enable a commercial representative to perform legal acts to ensure effective running of the business and its day-to-day development, and that is why the scope of a commercial representative’s powers does not include taking any actions to dissolve the undertaking. The very fact of having been granted a power of commercial representation does not authorise the commercial representative to transfer the undertaking, to perform any legal acts on the strength of which the undertaking can be lent for temporary use, or to transfer or encumber any real property being part of the undertaking. A commercial representative can perform these acts only on the basis of a power of attorney granted to perform them by the principal.
The statutory scope of powers of a commercial representative is quite extensive, as it comprises both a power of representation in the course of court proceedings and a power to perform out-of-court acts. A commercial representative may perform both acts falling within the ordinary management of the undertaking and those that extend beyond it. However, any acts performed by a commercial representative must be associated with running of the principal’s undertaking.