Expanding your business into Poland requires understanding local legal structures that allow companies to operate efficiently. One of the most important tools in Polish commercial law is Prokura (commercial power of attorney).
It enables companies to appoint a trusted representative who can act on their behalf in most business matters without requiring constant management board approval.
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What is Prokura?
Prokura is a special form of commercial power of attorney regulated by the Polish Civil Code (Kodeks cywilny) and governed in corporate practice by the Polish Commercial Companies Code (Kodeks spółek handlowych).
A person granted Prokura (a prokurist) is authorised to independently represent a company in most legal and business activities, including:
- concluding contracts
- representing the company before courts
- dealing with public authorities
- handling day-to-day business operations
A prokurist is not a member of the management board and does not act as an employee (unless separately employed). This role is based solely on the granted legal authority.
Types of Prokura
Polish law recognises several types of Prokura:
- Individual Prokura: A single prokurist may act independently and bind the company on their own.
- Joint Prokura: Two or more prokurists must act together, or a prokurist must act jointly with a management board member. This model increases internal control and security.
- Branch Prokura: Limited to matters related to a specific branch of the company registered in the Polish National Court Register (KRS).
Powers of a Prokura
A prokurist may:
- represent the company in commercial and administrative matters
- sign contracts and conclude transactions
- act before courts and public authorities
- manage operational business activities independently
In practice, this allows companies to react quickly to business needs without waiting for management board approval.
Limitations of Prokura
Despite its broad scope, Prokura does not include unlimited authority. A prokurist cannot:
- sell or transfer the entire business
- dispose of the company as a whole (e.g. lease or transfer the enterprise)
- sell or encumber real estate unless separately authorised
These restrictions are designed to protect the company from strategic-level decisions being made without board approval.
Liability and Responsibilities
A prokurist must act in the company’s best interests, with due diligence and in line with applicable laws.
If damage is caused due to misconduct or negligence, civil liability may arise.
However, in general, a prokurist is not personally liable for the company’s obligations, unlike members of the management board.
How is a Prokura Appointed?
A Prokura is granted when:
- the management board adopts a resolution
- the appointment is made in writing
In principle, unanimous consent of all management board members is required.
The Prokura becomes effective from the date indicated in the resolution and does not require prior registration in the National Court Register (KRS), although registration is mandatory afterwards.
The company must file the appointment with the KRS. This process is usually completed electronically and may take several weeks.
How is a Prokura Revoked?
Prokura may be revoked at any time by the company’s management board or an authorised board member.
Revocation takes effect immediately upon decision. The company is then required to notify the KRS.
A legal representative (e.g. attorney or legal adviser) may be authorised to handle the filing process.
Advantages of Prokura
- Fast company representation without board involvement
- Ability to appoint experienced external professionals
- Operational flexibility
- Legally well-defined structure
Disadvantages of Prokura
- Requires formal registration and administrative procedures
- Risk of misuse or poor decision-making
- Limited scope for strategic decisions
- May create internal governance concerns
Prokura is a highly effective legal instrument in Poland that allows companies to operate more efficiently by delegating operational authority to a trusted representative.
However, it must be implemented carefully, with clear internal rules and proper control mechanisms.
When properly structured, Prokura can significantly improve business agility in the Polish market while maintaining legal certainty and governance control.
If you are considering appointing a prokurist in Poland, ensure that all documentation, KRS registration, and internal approvals are properly prepared to avoid legal risks.
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