Commercial proxy

In the article Do I have to do everything myself? | SPS | Tax & Law (spslaw.pl) we have signaled that some of the tasks related to the day-to-day management of the company may be entrusted to a commercial proxy, today we will focus on this issue.

 

Who is a commercial proxy?

A commercial proxy is a special type of attorney in a company, with extensive powers to act on its behalf. Only a natural person can be a commercial proxy. He can take almost all legal actions that the management board is entitled to, except for the sale of an enterprise or real estate. This means that a commercial proxy plays a vital role in the management of the company and should be seen as a member of the management team.

 

How to appoint a commercial proxy?

A proxy is appointed by the company’s management board in the form of an order (in the case of a single-person management board) or a resolution (in the case of a multi-member management board). The articles of association may stipulate the need to obtain the consent of the shareholders to grant a commercial proxy. A commercial proxy can be dismissed by any member of the management board.

 

It is important that the information about the commercial proxy is entered in the register of entrepreneurs of the National Court Register. Although this entry is not a condition for the effective operation of a commercial proxy (he may act from the moment of appointment), its disclosure in the company’s excerpt from the National Court Register makes it easier for contractors to verify his rights.

 

Types of commercial proxy

There are several types of commercial proxy, differing in the scope of powers and the way the proxy operates:

  • Independent proxy: the proxy acts independently, without the need to cooperate with other persons.
  • Joint proxy: a commercial proxy may act only jointly with another commercial proxy or a member of the management board.
  • Branch proxy: a commercial proxy limited to the affairs of a given branch of an enterprise.

 

The choice of the type of commercial proxy depends on the specifics of the company and its needs. In some cases, e.g. in the management board with the requirement of joint representation, an independent proxy may have more power than a member of the management board. Branch proxy, on the other hand, is perfect for companies with many branches, enabling a precise demarcation of competences.

 

Remuneration of a proxy

A commercial proxy may receive remuneration for performing his functions. This remuneration may be determined in the resolution on the appointment of a commercial proxy. It is also possible to perform the duties of a proxy on the basis of a B2B managerial contract.

 

It may happen that an employee employed under an employment contract, e.g. as a Chief Accountant or Production Director, is appointed to the position of a commercial proxy, and the commercial proxy is related to the competences of the position held, in such a situation the dismissal of the commercial proxy does not affect the current employment relationship and any possible parting with the commercial proxy-employee should take place on normal terms.

 

Expiration of the commercial proxy

A commercial proxy may expire for several reasons:

  • Dismissal by the management board: the commercial proxy may be revoked at any time by any member of the management board.
  • Resignation of a commercial proxy: a commercial proxy may resign from his function at any time by submitting a statement to the company.
  • Deletion of the company from the register of entrepreneurs of the National Court Register and declaration of bankruptcy, opening of liquidation and transformation of the company into another company (the transformed company must again grant a commercial proxy in order to maintain the organizational structure from before the transformation).

The appointment of a commercial proxy brings a number of benefits for the company from relieving the management board – the proxy can take over some of the duties of the management board, which allows the management board members to focus on strategic issues, to greater flexibility of the management structure – the proxy can act faster and more efficiently than the management board, which is especially important in situations requiring immediate decisions.

A commercial proxy is a valuable member of the company’s management staff, with extensive powers to act on its behalf. Appointing a proxy allows you to relieve the management board, increase the flexibility of the company’s operations and build its professional image. Depending on the company’s needs, you can choose the right type of proxy, tailored to the specifics of its business.

 

Franciszek Horała

Attorney-at-law

07.11.2024

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