Managerial contracts

Labor law

automatic translation from Polish

Business management by a manager - procuration

Procuration, regulated in art. 1011 et seq. Of the Civil Code, is a kind of power of attorney with a very broad, practically unlimited range of possibilities to interfere in the company's operation. The manager acting on the basis of commercial power of attorney is authorized to perform all judicial and extrajudicial activities on behalf of the company, so the scope of his powers is extremely wide. In addition, it is not possible to limit the scope of proxies effective against third parties - this means that, acting on the basis of proxies, the manager will always have full rights to represent the company in negotiations with contractors or clients. Procuration's obligations are not regulated, therefore, the management contract in such a situation should specify as precisely as possible what the manager is obliged to. The procuration is established by the management board (the consent of all members of the management board is required), and each of them can be revoked independently. This means that the relationship between the procuration and the company is not so strong and in the event of a threat to the good of the company, it is possible to immediately withdraw the manager's rights (this does not affect, for example, the issues of his remuneration, specified in the management agreement).