The D.A. is a power of attorney, which includes the right to judicial and extrajudicial acts relating to the conduct of the undertaking. In the resolution of 27 April 2001, III CZP 6/01, The Supreme Court has explained that the D.A. is a type of power of attorney.
It is characterised by the fact that only a commercial company can grant it. It has a statutory scope and its granting and expiry are subject to notification for entry in the register. Prosecution may be granted one Just a person or a few people.
In this case, it may be granted to each of several persons separately (separate, independent) or several of them together (total). Granting the D.A. to several persons together means that they can only perform effectively on behalf of the company activities falling within the scope of their mandate.
For limited liability companies, according to Article 205(1) KSH, if the board of directors of the Polish limited liability company. is a multi-stakeholder way of representing the company, and if the contract does not contain any provisions on the subject, it is necessary to cooperate to make statements on behalf of the company.
two members of the Management Board or one a member of the board, including a proxy.
Article 205(3) KSH shows that the provisions governing the representation of the Polish limited liability company., when its board is multi-member, do not exclude the establishment of a single-man or a joint prosecutor and do not restrict the rights of prosecutors under the Procursor's rules.
Co-operate with a member of the board of directors of the capital company as part of the mixed representation may not only be self-proclaimed, but also each of the prosecutors granted joint prosecutors
According to Article 1094(1) KC, the joint prosecutors can be awarded to several persons together, so each of them is a proxy, but for the effectiveness of the legal act they perform on behalf of the company, a declaration of the will of each of them is required.
According to the reasons for the composition resolution seven Supreme Court Judges of 30 January 2015, III CZP 34/14 if, for the effective submission of a declaration of will on behalf of the represented, at least cooperation is required two Total prosecutors, this second the person in the combined procussion must not be a person other than the proxy.
The provisions of the law or the provisions of the contract (statute) providing for the possibility of representing a capital company by a member of the board of directors, including a proxy, may not restrict the competence of prosecutors under the Procursion Rules.
Further, according to the order of the Supreme Court of 5 July 2013, IV CZ 64/13, the fact that a member of the Management Board may act effectively on behalf of a capital company only together with another member of the Management Board or a proxy does not deprive persons who have been granted joint prosecutors of being able to act jointly on behalf of a capital company without having to interact with them a member of the Management Board.
Mixed representation is a form of board restriction, not a prosecutor. The prosecution's action, including a member of the board, does not alter its status, nor does it change its scope.
Therefore, since the prosecutions were given to two persons in a given company, establishing clearly a joint prosecutor, there is no reason to conclude that, in addition to a declaration of the will of each of them, a declaration of the will of a member of the company's board is necessary to the effectiveness of the legal act on behalf of the company.
Such a requirement would constitute a restriction on the rights of prosecutors in aggregate under the Procursor Law, which in the light of Article 205(3) KSH is unacceptable.
According to this information, in addition to the sole replacement of a commercial company by a proxy, the provisions of the Code of Commercial Companies provide for the representation of a commercial company by a proxy including a member of the board (in the case of a capital company) or a shareholder (in the case of a partnership).
This is called mixed representation. According to KSH, if the board is multi-member, the way in which it is represented is determined by its statutes/agreement, and if the statutes/agreement does not do so, it is necessary to cooperate to make statements on behalf of the company.
two members of the Management Board or one a member of the Management Board, including a proxy.
For public limited liability companies Article 373(3) KSH provides that the provisions governing the representation of a public limited liability company, when its management is multi-member, do not exclude the establishment of a single-man or a joint prosecutor and do not restrict the rights of prosecutors under the procussion rules. This provision has several important consequences.
First of all, it must be stated that the holding by the capital company of the multi-stakeholder board, whose members are to represent it together, does not limit its ability to establish a joint prosecutor. The capital company with this method of its representation by the Management Board can therefore grant both a joint prosecutor and a separate prosecutor, in particular it is competent to appoint one Only the prosecutor.
After second, the provisions of the law or the provisions of the contract (statute) providing for the possibility of representing the capital company by a member of the board of directors, including the proxy, do not restrict the competence of the prosecutors resulting from the procursor rules.
Therefore, the fact that a member of the Management Board may act effectively on behalf of a capital company only together with another member of the Management Board or a proxy does not deprive a person who has been granted a separate prosecution of the ability to act effectively on behalf of a capital company as a proxy.
Similarly, persons granted joint prosecutors may act jointly as proxy on behalf of a capital company without having to interact with them as a board member.
Another point to draw attention to is that it may not only work with a member of the board of directors of the capital company as part of a mixed representation, but also each of the prosecutors who have been awarded the joint prosecutors.
Written by Maciej Tuszyński
Legal Manager in the Legal Department. Lawyer, member of the District Bar Council in Warsaw, graduate of the Faculty of Law and Administration of the University of Warsaw. He specializes in commercial and civil law law. He has professional experience, which includes litigation and comprehensive legal advice on the day-to-day service of economic operators, in particular commercial law companies. As part of his work at the law firm, his practice focuses on corporate, civil and economic matters.