Submitting a power of attorney application can be done in person at the relevant office or entirely online using an electronic signature. Learn the rules for issuing and processing powers of attorney, as well as how to correctly establish a proxy remotely. Running a business, handling tax matters, managing property transactions, and many other legal, business, or administrative decisions can be entrusted to a proxy. A trusted individual will act on behalf of the principal within the scope specified in the authorization. This solution benefits not only business owners and managers but also anyone lacking the time, strength, or opportunity to handle formalities in person. It’s worth noting that power of attorney can be issued entirely online. All that’s needed is an electronic signature.
Power of Attorney – What Is It?
Power of attorney is a unilateral legal act that authorizes a designated person to act on behalf of the principal. This declaration of intent does not limit the principal’s ability to act independently – both the proxy and the principal may perform actions within the scope specified in the document. However, it’s crucial to ensure the proxy is trustworthy, as they handle formalities on behalf of the principal, who is responsible for their actions.
Power of attorney can take one of two forms:
- written form,
- declaration made before a court (recorded in the protocol).
The authentication of a written authorization is the principal’s signature. If the principal decides to create a power of attorney electronically, the document should be sent via the electronic mailbox of the relevant authority. Such a power of attorney is authenticated by a qualified electronic signature or a trusted profile.
Types of Power of Attorney
There are two types of power of attorney:
- ordinary power of attorney,
- prokura.
An ordinary power of attorney can be granted by any entity – a natural person, a sole proprietor registered in CEIDG, a legal entity (e.g., a capital company registered in KRS), or an entity without legal personality (e.g., a partnership registered in KRS). Prokura, on the other hand, may be granted by individuals running a business registered in CEIDG or entities registered in KRS. The scope of the proxy’s authority depends on the type of power of attorney granted:
- general power of attorney – for routine management tasks,
- specific type power of attorney – for specific types of activities,
- special power of attorney – for specific, designated legal actions indicated in the authorization.
A general power of attorney must be granted in writing under penalty of nullity. This authorization allows routine management activities, such as administrative matters. If the proxy’s actions exceed routine management, a specific type power of attorney is required, detailing the scope of activities the proxy is authorized to perform. When the proxy’s actions pertain to a specific legal act, the law may require a special power of attorney, which must be submitted accordingly.
Power of Attorney vs. Prokura – What’s the Difference?
Both power of attorney and prokura authorize legal actions on behalf of the principal. However, they differ in the entities that can grant them and the scope of the proxy’s authority. A prokurent (holder of prokura) has broader powers than a regular proxy. Prokura covers all activities related to running a business, including judicial and non-judicial actions. Notably, the scope of a prokurent’s authorization cannot be limited, and the principal cannot escape the legal consequences of the prokurent’s actions.
Civil Code exclusions for prokura include:
- sale of the enterprise,
- sale or encumbrance of real estate,
- leasing the enterprise for temporary use.
Prokura can also be issued electronically. A qualified electronic signature is required for authentication.
How to Appoint a Proxy?
The form of granting power of attorney is regulated by the Civil Code (Act of April 23, 1964, Dz.U.2022.0.1360 t.j.). According to Article 99:
- If a legal act requires a specific form for validity, the power of attorney for that act must be granted in the same form,
- A general power of attorney must be granted in writing under penalty of nullity.
The Civil Code clearly states that the form of the power of attorney must match the form of the legal act it pertains to. For actions requiring a written form, a written power of attorney is sufficient. If actions must be conducted in notarial form, a notarial power of attorney is required.
Anyone can be a proxy for administrative matters, provided they have at least limited legal capacity. This includes individuals aged 13 or older. For court representation, a proxy may need to be a professional representative, such as a legal advisor or attorney, depending on the type of case (administrative, criminal, or civil).
There is no universal template for power of attorney. The document must include essential information:
- details of both parties,
- scope of the proxy’s authority,
- location of the authorization,
- (optional) date of issuance,
- principal’s signature (handwritten, electronic, or trusted).
Proxy in ZUS
The Social Insurance Institution (ZUS) allows proxies to handle formalities on behalf of the principal. The proxy must have an active PUE account. Establishing power of attorney for ZUS matters is free of charge.
To appoint a proxy in ZUS, complete the ZUS-PEL form and submit it on paper or electronically via the ZUS PUE platform. You must also register the proxy in CEIDG. Note that the power of attorney requires the principal’s signature, which can be personal, trusted profile, or a qualified electronic signature.
Proxy in the Tax Office
A tax proxy must be a fully capable adult. They can be a professional, such as a legal advisor, attorney, or tax consultant. A general power of attorney allows the proxy to handle tax-related matters and interact with tax authorities and offices.
- Submit a general power of attorney with a qualified signature to the Central Register of General Powers of Attorney (CRPO),
- Submit specific and service powers of attorney electronically via ePUAP or in writing to the Tax Office,
- Tax declaration signing powers are submitted electronically or on paper.
What Is the Stamp Duty for Power of Attorney?
Acting through a proxy involves a stamp duty of 17 PLN per authorization. Exceptions apply for family members, proxies listed in CEIDG, and ZUS proxies.
Notarial Power of Attorney – Costs
For legal acts requiring notary services, the fee is 30 PLN for a single action or 100 PLN for multiple actions, plus VAT and document fees.
When Does Power of Attorney Expire?
Powers of attorney expire either after a set period or upon revocation by the principal. It may also end due to death, renunciation, or loss of legal personality of either party.
