Attorney of an entrepreneur registered with the Central Registration and Information on Business CEIDG

Who can be an attorney of an entrepreneur registered with CEIDG

If you are an entrepreneur registered with the Central Registration and Information on Business CEIDG, you can appoint a representative to represent you in matters related to your business activity.

You can appoint an attorney or a holder of a commercial proxy.

Read more about types of powers of attorney (PL).

Important! If you want to handle tax matters through a representative, you must appoint a tax attorney. An attorney registered with CEIDG cannot represent an entrepreneur in tax matters.

Check what tax matters a tax attorney or tax representative can handle for you (PL).

Attorney

Your attorney can be an individual, such as your employee or spouse, as well as a legal entity, such as an accounting firm operating as a limited liability company.

Yet, there are exceptions to this rule, as for some cases the regulations provide restrictions on the choice of an attorney.

This is the case in administrative proceedings, in which only an individual can represent you, or in civil proceedings – the group of people who can represent you is determined by law.

Types of powers of attorney

If you want to authorize an individual or legal entity to manage your business, a general power of attorney will be the right choice. This is the broadest type of power of attorney which authorizes the performance of ordinary management activities.

A general power of attorney must be granted in writing or published in CEIDG.

Ordinary management activities are those related to the running of a business, including, for example, entering into agreements, accepting payments, and representation before authorities and courts.

Actions taken to protect the objects of the enterprise (passive actions), related to its normal operation, administration or the achievement of the normal benefits that the enterprise is supposed to bring are considered ordinary management activities. They are described as essential to keeping the business running.

You can also authorize an attorney to act on your behalf in certain matters involving a certain type of activity, for example, to enter into rental agreements.

This is a limited power of attorney which can also apply to activities that exceed ordinary management.

In some matters, the attorney must use a power of attorney granted for a specific activity, often in the form of a notarial deed. This is a special power of attorney. A special power of attorney is required:

• to dispose of an enterprise
• to perform a legal act under which an enterprise is handed over for temporary use
• to dispose of and encumber real estate.

Holder of a commercial proxy

You can appoint a holder of a commercial proxy, hence a special representative of the entrepreneur, whose powers are described in the Civil Code, to manage your business matters.

The action of a holder of a commercial proxy does not replace or limit your personal involvement in the matters of your business.

Important! The powers of the holder of a commercial proxy cannot be modified – you cannot limit them. Therefore, if you are represented by the holder of a commercial proxy, the scope of the proxy is clear to other market participants.

The holder of a commercial proxy can be a natural person having full capacity to perform legal transactions.

The powers of the holder of a commercial proxy are very broad, as they cover all activities in and out of courts that relate to the running of a business. This includes any activity that is in any way related to the business of the entrepreneur, so, for example, representing the entrepreneur before all courts and authorities, entering into agreements of sale, lease, signing bills of exchange, taking out loans, entering into employment contracts.

Excluded from the broad mandate of the holder of a commercial proxy in a business – pursuant to the Civil Code – are several activities for which the proxy has no authority and requires additional authorization by way of a special power of attorney.

Those are:

• disposal of the company
• handing the enterprise over for temporary use
• disposal or encumbrance of real estate.

There may be several holders of a commercial proxy in a business. In this case, when granting a commercial proxy, you can stipulate that the holders should act jointly – joint commercial proxy. If you don’t make this stipulation, each of the holders will be able to act on their own – a sole (independent) commercial proxy.

A commercial proxy must be granted in writing, otherwise it is null and void. Equivalent in effect to the written form is the publication of information about the holders of a commercial proxy in CEIDG.

You can grant a commercial proxy for a definite period or indefinitely, and you can revoke it at any time.

Remember! Any activity performed by your appointed holder of a commercial proxy will have legal effects for you and third parties. There is no legal way to evade them.

Why you should register an attorney with CEIDG

As an entrepreneur registered with CEIDG, you have the option to publish information about your attorney or holder of a commercial proxy in the register.

As a result:

• instead of granting a power of attorney or commercial proxy in writing, you can do it online – publishing information about the attorney or holder of a commercial proxy in CEIDG has the same legal effects as granting a power of attorney in writing or, respectively, a commercial proxy
• the details of the attorney, the scope of the power of attorney granted, or the type and exercise of the commercial proxy will be visible to other entrepreneurs or officials
• other business participants can easily check whether they are dealing with your attorney or holder of a commercial proxy.

Important! Registration of an attorney with CEIDG is one of the ways of granting a power of attorney, equivalent in effect to granting a power of attorney in writing.

However, it is your decision whether you want to appoint an attorney in this way. It is different for a holder of a commercial proxy whom you must register with CEIDG.

What information about an attorney is published in CEIDG

If you register an attorney or a holder of a commercial proxy with CEIDG, the register will make the following details about your representative and their powers publicly available:

• their given name and surname
• their PESEL (personal identification) number if they have one and if the attorney or holder of a commercial proxy has agreed to disclose it
• date of birth if they do not have a PESEL number or NIP (tax identification) number, with the proviso that the attorney or holder of a commercial proxy must agree to disclose it
• NIP number if the attorney has one
• information about the attorney’s citizenship
• the attorney’s address for service
• contact details of the attorney, in particular e-mail address, website address, telephone number, if these details were provided
• scope of the power of attorney
• date of granting the power of attorney
• for the holder of a commercial proxy – whether the entrepreneur has stipulated that upon the entrepreneur’s death the holder will become the successor administrator.

If the attorney is a legal entity, the information in CEIDG includes:

• the attorney’s business name
• NIP number of the attorney if the attorney has one
• the attorney’s address for service
• contact details of the attorney, in particular e-mail address, website address, telephone number, if these details were provided
• scope of the power of attorney
• date of granting the power of attorney.

How to register an attorney with CEIDG

You can appoint as many attorneys or holders of a commercial proxy for your business as you need. You have several options to grant such powers of attorney or commercial proxies in CEIDG.

Power of attorney for entry in CEIDG and managing business matters through the Entrepreneur Information Point

When you set up a business, you can grant a power of attorney in the application for registration with CEIDG.

Check how to register your busieness in CEIDG.

The attorney appointed in the application for entry in CEIDG will only be able to do the following on your behalf:

• change your entry in CEIDG
• suspend your business activity
• resume your business activity
• delete your entry from CEIDG
• run business matters through the Entrepreneur Information Point, as well as file official documents with Biznes.gov.pl electronically

If you are already running a business and want to appoint an attorney to represent you with regard to your entry in CEIDG and run your business matters through the Entrepreneur Information Point, you can update your entry in CEIDG accordingly: fill out an online application to change your entry in CEIDG and provide the details of your attorney in the application.

If you appoint your attorney online and want the attorney to be able to submit applications to CEIDG on your behalf, for example, to change the entry in the register, remember to provide the attorney’s PESEL number. If you fail to provide the attorney’s PESEL number, the attorney will be visible in your entry, but will not be able to submit applications on your behalf.

Power of attorney within a selected scope

If you are already running a business and want to appoint an attorney to represent you within the scope of your choice, you can do so on your Entrepreneur’s Account on Biznes.gov.pl.

Step 1: Log into the Business Account. Remember to log in with your trusted profile or e-identity card – only then will you be able to use all the features of the Account.

Step 2: Go to the My company tab and then select the Proxies tab.

In the Proxies tab you can see all your attorneys or holders of a commercial proxy registered with CEIDG. Here, by sending an application to CEIDG, you can:

• add an attorney or a holder of a commercial proxy
• remove an attorney or a holder of a commercial proxy
• change the scope of the power of attorney
• change the visibility of the PESEL number in the principal’s entry.

You can select the appropriate option in the electronic form.

Step 3: Send an application to CEIDG to add a new attorney to the list of attorneys or holders of a commercial proxy entered in the register.

Remember that you can describe the scope of the power of attorney yourself. The type of activities that your attorney will be able to perform depends on this scope.

Define this scope as either a general power of attorney or a special power of attorney – for a specific activity. If you grant a special power of attorney, describe the specific activity you are authorizing the attorney to perform.

If you want to appoint an attorney to represent you in your chosen scope, you can go straight to the service Manage the powers of attorney (PL), that is, fill out an online application and add an attorney in it.

How to revoke an attorney

You can revoke any appointed attorney or holder of a commercial proxy at any time.

However, any power of attorney ceases only upon receipt of the information about revocation by the attorney or upon the moment when the attorney could have easily found out about it.

Ideally, the revocation should be submitted to the attorney in writing.

Remember! To revoke a tax attorney, you must use special forms.

Read how to revoke a tax attorney (PL).

If your attorney has entered into agreements with business partners, you may want to consider informing them that you are terminating your relationship with the attorney. This will ensure transparency in cooperation and the way of contacting each other on issues arising from the concluded agreements.

Please note! You can confirm all actions that a revoked attorney performs on your behalf, although they were not authorized to do so, that is, the attorney has exceeded the scope of the power of attorney (the validity of the action is up to you). If you confirm the action, it is valid and effective. If you do not confirm it, the attorney who has exceeded their authority is responsible for any ensuing damage.

How to delete an attorney from a CEIDG entry

If the information about your attorney or holder of a commercial proxy was published in CEIDG, you must file an application to terminate the publication and remove the holder of a commercial proxy from the entry in CEIDG.

If you revoke the power of attorney, but do not remove the attorney from the entry in CEIDG, there is a risk that such a person, invoking this entry, may try to pass themselves off as your attorney. In such a case, it will be difficult to prove to the other party to the transaction that the party knew about the revocation of the attorney.

To revoke an attorney:

• log in to the Business Account on Biznes.gov.pl with a trusted profile or e-identity card
• go to the My Cases tab
• select the Proxies tab
• submit the application to CEIDG – on the electronic form select the option to delete the attorney or holder of a commercial proxy.

When the power of attorney expires

Power of attorney

The power of attorney expires:

• after the expiration of the period for which it was granted
• upon fulfilment of the condition under which it was to expire
• with the death of the attorney
• with the death of the person who granted you the power of attorney
• upon performance of the action for which the power of attorney was granted (special power of attorney)
• with the expiration of the legal relationship providing the basis for the power of attorney (for example, termination of the employment contract).

It is possible that a power of attorney will not expire with the death of either the attorney or the principal if this is expressly stated in its content and justified by the content of the legal relationship. In practice, this type of power of attorney is rarely used. The most common example is when such a power of attorney secures entering into a final agreement.

When entering into a preliminary agreement, an irrevocable attorney is named to enter into the final agreement. This is a guarantee that such an agreement will be entered into, because the irrevocable attorney will make a declaration about entering into the agreement on behalf of the party that might change its mind.

Commercial proxy

A commercial proxy expires:

• when the entrepreneur is deleted from the register
• in the event of the entrepreneur’s bankruptcy
• when liquidation of the entrepreneur is opened
• upon conversion of the entrepreneur
• with the death of the holder of a commercial proxy
• upon loss of full capacity to perform legal transactions by the holder of a commercial proxy.

Please note! The entrepreneur’s death or loss of the capacity to perform legal transactions does not result in the expiration of the commercial proxy.