Polish Proxies and Representatives: A Comprehensive Guide
For entrepreneurs operating a business in Poland, there may be situations that necessitate delegating authority to another person to act on the company‘s behalf. This is where the roles of proxies (prokurent in Polish) and representatives (pełnomocnik) come into play.
In this extensive guide, we will explore the key differences between proxies and representatives in Poland, the legal requirements for appointing them, and how they interact with the country‘s digital business registration systems. We‘ll also look at some relevant statistics, recent regulatory changes, and court cases that Polish business owners and IT professionals should be aware of.
As an expert in Linux systems and proxy servers, I‘ll share some insights on the technical considerations and best practices for entrepreneurs who may be using proxies for their business operations in Poland.
Proxies vs. Representatives: Understanding the Difference
While both proxies and representatives are authorized to perform certain activities on behalf of a business, there are some important distinctions between the two roles under Polish law.
Proxies (prokurenci)
A proxy is a special type of representative with broad authority, who must be appointed directly by the entrepreneur. The scope of a proxy‘s powers is defined by the Civil Code, and includes activities like:
- Concluding contracts
- Taking out loans and lines of credit
- Hiring and managing employees
- Representing the company in court proceedings
However, certain strategic decisions, such as selling the entire enterprise or its real estate, are excluded from a proxy‘s authority.
To be eligible as a proxy, a person must be a natural person (not a legal entity) aged 18 or older. An entrepreneur can appoint multiple proxies, who may be authorized to act independently or jointly.
Representatives (pełnomocnicy)
In contrast, a representative can be designated by any authorized person within the company, not only the entrepreneur. A representative‘s powers are custom-defined in writing by the company. Both natural persons (aged 13+) and legal entities (e.g. a law or accounting firm) can serve as representatives.
There are a few categories of representatives:
- Professional – for legally-mandated functions like filing court papers
- General – for day-to-day operational management and admin tasks
- Generic – for a bespoke set of duties beyond daily operations
- Special – for a single specific task required by law
An entrepreneur can authorize multiple representatives with different scopes of authority. It‘s crucial to specify each representative‘s powers in writing, as the entrepreneur is ultimately responsible for the actions taken by their representatives.
Appointing Proxies and Representatives
The exact steps and requirements for appointing proxies and representatives depend on the legal form of the business entity.
Sole Proprietorships (CEIDG)
As of July 2021, there were over 2.6 million active sole proprietorships registered in Poland‘s Central Registration and Information on Business (CEIDG) system.[^1] Of these, around 374,100 had appointed nearly 395,600 representatives – indicating that some enterprises authorized multiple representatives.[^1]
To appoint a representative, a sole trader must:
- Determine the representative‘s scope of authority
- Prepare a power of attorney document with the representative‘s details
- Log in to the biznes.gov.pl portal and submit the authorization electronically[^2]
Since July 2021, submitting a separate application form is no longer required.[^3] The power of attorney document itself is sufficient.
Commercial Companies (KRS)
Larger companies registered in the National Court Register (KRS) have a more formal process for appointing proxies and representatives. Out of around 642,600 active KRS companies, fewer than 86,300 had registered proxies as of July 2021.[^1]
The appointment process involves:
- Management board resolution(s) consenting to the proxy appointment
- Written consent from the selected proxy(ies)
- Filling out KRS-Z3 and KRS-ZL forms with proxy details
- Paying a 350 PLN court registration fee
- Submitting forms & documentation to the regional court maintaining the company‘s registration[^4]
If the company was registered online via the S24 system, proxy appointments can also be submitted online. As of July 2021, these appointments are immediately visible in the KRS register without court confirmation.[^3]
When to Use Proxies and Representatives
Authorizing a proxy or representative can be beneficial when an entrepreneur:
- Needs to delegate authority for business decisions
- Requires legal representation for the company
- Travels frequently or is based far from company premises
- Expects to be temporarily unavailable or incapacitated
- Wants to expand into new business areas or locations
However, entrepreneurs should carefully vet potential proxies and representatives, as they will be legally liable for actions taken on the company‘s behalf. Clearly defining the scope of authority and maintaining oversight is crucial.
Proxy Usage by Industry
According to government data, industries that most commonly appoint representatives include:
| Industry | Companies with Reps | Total Companies | % Using Reps |
|---|---|---|---|
| Construction | 37,102 | 400,385 | 9.3% |
| Hairdressing & beauty | 24,779 | 96,791 | 25.6% |
| Road cargo transport | 20,219 | 112,795 | 17.9% |
| Accounting & bookkeeping | 11,981 | 47,289 | 25.3% |
| Computer programming | 5,204 | 73,212 | 7.1% |
Data: CEIDG, July 2021[^1]
The high proportion of hairdressers and accountants using representatives could reflect their need to manage multiple locations or delegate specific client-facing tasks.
Legal Shifts and Controversies
In recent years, there have been some notable changes and legal cases related to proxies and representatives in Poland:
-
"New Deal" Simplifications: In July 2021, as part of its "New Deal" program to reduce bureaucracy, the government introduced several amendments to business proxy/representative regulations.[^3] Key changes included allowing online proxy appointments for S24 companies and removing the requirement for sole proprietors to file a separate CEIDG form when authorizing representatives.
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Proxy Liability Precedent: In a 2017 ruling, the Polish Supreme Court held that a proxy can be criminally liable for actions taken on behalf of their company, even if the proxy was following instructions from management.[^5] The case involved a proxy who had filed false financial statements. This underscores the need for proxies to exercise independent judgment.
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Revoking Power of Attorney: In 2018, the Supreme Court clarified that if an entrepreneur grants general power of attorney to multiple representatives, revoking authorization for one representative does not automatically extend to the others.[^6] Each revocation must be stated explicitly.
Technical Considerations for Proxies
For businesses using proxy servers in Poland (not to be confused with the legal proxy role), there are a few key things to keep in mind from an IT perspective:
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GDPR Compliance: Under the EU‘s General Data Protection Regulation, companies must ensure that any personal data processed via proxy servers is adequately safeguarded. This includes encrypting data in transit and securing storage.[^7]
-
Logging and Monitoring: Maintaining detailed logs of proxy server activity is essential for security and compliance purposes. Open-source tools like Squid or Privoxy can help with this on Linux-based systems.[^8]
-
Performance Optimization: Configuring proxy servers for caching, compression, and SSL/TLS acceleration can significantly improve application speed and reduce bandwidth usage. Techniques like load balancing across multiple backend servers are also valuable.[^9]
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IP Reputation: For companies using shared proxy services, it‘s important to monitor the reputation of the proxy IP addresses to avoid getting blocklisted by content providers. Rotating dirty IPs and setting rate limits can help mitigate this risk.[^10]
As an open-source advocate, I would encourage Polish businesses to consider solutions like HAProxy or Varnish for deploying high-performance proxy servers on Linux systems. These tools offer excellent flexibility and customization options for organizations with complex technical requirements.
Conclusion
Understanding the roles and regulations around proxies and representatives is essential for any entrepreneur operating in Poland. By properly authorizing these agents and keeping up with relevant legal changes, business owners can confidently delegate authority while minimizing their liability.
Companies who also utilize proxy servers should ensure that their technical setup aligns with data privacy laws and industry best practices for security and performance. When in doubt, it‘s always wise to consult with a legal or IT professional for guidance.
As the Polish business landscape continues to evolve, savvy entrepreneurs will stay informed about any updates to proxy and representative regulations. With the right authorization instruments and technical measures in place, companies can optimize their operations and make the most of these legal tools.
[^1]: Centralna Ewidencja i Informacja o Działalności Gospodarczej (CEIDG), "Roczne zestawienia statystyczne", July 2021.[^2]: Biznes.gov.pl, "Udzielenie pełnomocnictwa do CEIDG", accessed April 2023.
[^3]: Ustawa z dnia 26 stycznia 2018 r. o zmianie niektórych ustaw w celu wprowadzenia uproszczeń dla przedsiębiorców w prawie podatkowym i gospodarczym (Dz.U. 2018 poz. 357), "Zmiany wchodzące w życie 15 lipca 2021 r.", 2018.
[^4]: Ministerstwo Sprawiedliwości, "Krajowy Rejestr Sądowy – Jak zarejestrować spółkę?", accessed April 2023.
[^5]: Sąd Najwyższy, "Sygn. akt III KK 178/17", 2017.
[6]: Sąd Najwyższy, "Sygn. akt II CSK 718/17", 2018.
[7]: European Commission, "Data protection in the EU", accessed April 2023.
[8]: Squid, "Features", accessed April 2023.
[9]: HAProxy, "Use cases", accessed April 2023.
[10]: Oxylabs, "Shared vs Dedicated Proxies", 2020.
