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New interpretation of joint proxy appointment rules

Poland: The Polish Supreme Court has challenged the previous custom of proxy appointment for joint representation with a board member

It has been a common practice among companies in Poland to limit the authorisation of a proxy holder to act jointly with a board member. Usually the proxy was granted the authority to represent the company together with a board member or another proxy, but sometimes the proxy holder could act only jointly with a board member.

This manner of representation was in the past often accepted by courts and revealed in the companies’ register (“Rejestr Przedsiębiorców Krajowego Rejestru Sądowego”).

However this year the Supreme Court decided that an entry of a company proxy with a reservation that he can act only jointly with a board member is unacceptable (resolution of 30.01.2015, ref. III CZP 34/14). This may influence the effectiveness of legal acts performed by proxies.

It must be stressed that the possibility of joint representation of the company by a proxy and a board member arises directly from Polish law – the possibility exists even if the articles of association remain silent on this subject. Articles of association may, however limit, modify or exclude joint representation.

The Supreme Court also confirmed in the same decision that joint representation by a board member and a proxy is possible. Therefore the decision does not refer to the manner of company representation but only to the appointment of proxies.

In other words – legal acts performed (even after this decision) by a board member and a proxy – remain valid and effective, regardless of the rules expressed in the decision, provided however, that the proxy had been properly appointed in the first place.

Moreover, previous acts (i.e. before the date of the decision) performed by a board member and a proxy appointed inconsistently with the above rule remain valid and effective. This has been expressly confirmed by the Supreme Court to avoid legal uncertainty in the course of business.

However, for the future, companies having a proxy appointed for joint representation with a board member should review and, if necessary, adapt their manner of representation to the new rules. Confirmation or even repetition of legal acts performed by these proxies after January 2015 might also prove necessary.

 

Source: Decision of the Supreme Court of 30.01.2015, ref. III CZP 34/14