Registration of a company by a representative
( in particular a proxy )
This advice has been written for virtual office Warsaw VSL-System company by Jakub Bonowicz,
Legal Counsel and virtual office lawyer.
If you need legal advice use this link : Polish law legal advice
For the company you register, you may of course receive from us the address of our virtual office.
It will be your company's registered office. We can also collect your mail, open your company's mail,
scan your mail to PDF and send all PDFs to your email.
When the above electronic documents are signed, it must be also indicated whether the signature is affixed on one's own behalf or on behalf of another entity and such an entity must be identified by giving his/her/its:
- full name or a business name;
- PESEL, if any, or, for a person that is not obliged to have PESEL, an identification document number
and the name of such a document, an authority that issued the document, including its registered office and country;
- registration number in the National Court Register or another register where the entity is recorded, including the name of the register.
The representative must present the basis of his/her authorisation. If the representative acts, for example, as a member of the company's management body or a shareholder representing a partnership,
the manner of the entity's representation by a management body or the manner of the company's representation must be also defined. If a representative acts on the basis of a statutory authorisation, the relevant basis thereof must be specified.
If a representative acts on the basis of a power of attorney, in the IT system, you must fill in a statement that informs that a power of attorney has been given and names an entity that has given the power of attorney, a person or persons giving the power of attorney as representatives of such an entity, unless the power of attorney applies to the representation of a natural person, the power of attorney date and scope. The proxy’s statement must be attached to the document it refers to. If a representative acts on the basis of the power of attorney granted in the IT system to perform activities connected with the incorporation
of a company, it must be named whenever activities thereunder are performed.
The virtual office recommends that the company is registered by a representative, in particular,
in the case of persons that, because of a different place of residence or the load of duties,
are not able to manage their affairs in Warsaw.
Thus, as a rule, there is no need to attach a power of attorney granted to a person authorised to represent the company's directors to the registration application. It is enough that the application refers to the power of attorney, including the power of attorney date and scope, as well as persons granting the power of attorney and the status of a proxy. (Art. 694(3) § 3(2) of the Civil Procedure Code)
In accordance with Art. 87 of the Civil Procedure Code, a proxy may be:
- an attorney,
- a legal counsel,
- a patent agent for industrial property issues,
- a person that has signed a permanent contract of mandate with a given party provided that the issues in question come within the scope of such a contract;
- a spouse,
- descendants of the party,
- persons adopted by the party,
- an employee or a company or a superior authority.
The proxy should specify circumstances referred to in Art. 87 of the Civil Procedure Code
(i.e. inform that he/she is an attorney or a legal counsel; if he/she is a relative, specify the kind
in the case of the permanent contract of mandate, specify his/her relationship with the principal).