A power of attorney is necessary when you want to establish a company in Poland but cannot personally appear before a notary or at government offices. This is a standard and safe procedure, especially popular among foreigners, which allows the entire company registration process to be carried out remotely.
In what situations is a power of attorney absolutely necessary?
A power of attorney is essential when the registration process requires actions that cannot be performed online, and you are abroad. This primarily applies to establishing capital companies in the form of a notarial deed.
The most common situations where you must use an attorney-in-fact:
- Remote establishment of a limited liability company (sp. z o.o.) with a notary: Signing the company’s articles of association in the form of a notarial deed requires personal presence. If you cannot come to Poland, your attorney will do it on your behalf.
- Inability to travel to Poland: Regardless of the reason, if you cannot physically handle the formalities, an attorney is the only solution.
- Time saving and convenience: You can authorize a professional firm, such as Progress Holding, to carry out the entire process. This helps you avoid complicated procedures and ensures everything is done correctly.
What are the types of powers of attorney for establishing a company?
For establishing a company, a specific power of attorney is most often used, which must be in the form of a notarial deed. It precisely defines the scope of activities that the attorney can perform on your behalf.
We distinguish several types of powers of attorney, but in the context of company registration, the most important are:
- Specific power of attorney: This is the best and safest option. It precisely indicates the specific actions the attorney is authorized to perform (e.g., “to conclude the articles of association of a limited liability company under the name XYZ sp. z o.o.”).
- Generic power of attorney: Authorizes the performance of a specific type of activity, e.g., representing before government offices.
- General power of attorney: Covers the broadest scope but is insufficient for actions requiring a special form, such as concluding the articles of association with a notary.
How to properly prepare a power of attorney from abroad?
A power of attorney prepared abroad must be signed in the presence of a local notary and then affixed with an apostille clause. Only in this form is it valid and accepted in Poland.
The document preparation process step by step:
- Receiving a draft: A professional firm, like Progress Holding, will prepare the precise content of the power of attorney for you in two languages.
- Visit to a notary: You sign the document in the presence of a notary in your country of residence.
- Obtaining an apostille clause: You go to the appropriate office in your country to obtain an apostille. This is an international certification of the document’s authenticity.
- Sending the originals to Poland: You send the original power of attorney with the apostille to your representative in Poland.
- Sworn translation: In Poland, the document must be translated by a sworn translator. Your attorney will handle this part of the process.
How much does it cost to register a company via an attorney?
The total cost of registration via an attorney includes the fee for the service, notarial and court fees in Poland, and costs incurred abroad. At Progress Holding, we offer a comprehensive service that clearly specifies all fees.
The total cost consists of:
- Fee for the attorney: At Progress Holding, the comprehensive company formation service costs PLN 3500 net.
- Costs in your country: Fees for notarial certification and obtaining an apostille.
- Costs in Poland: Notarial fee for drawing up the articles of association, court fees for entry into the National Court Register (KRS), and the cost of sworn translation.
Our data: The most common mistakes with powers of attorney that you will avoid with Progress Holding
Based on our experience in registering over 500 companies for foreigners, the most common and costly mistakes relate to the content of the power of attorney and the lack of proper legalization. Cooperating with us eliminates this risk.
Mistake 1: Too general or incorrect scope of the power of attorney
Many clients try to use general templates from the internet. A notary in Poland may reject such a power of attorney if it does not precisely specify all the necessary elements of the articles of association. We prepare documents that are 100% compliant with the requirements of Polish notaries.
Mistake 2: Lack of an apostille clause or improper legalization
Forgetting the apostille is the most common mistake that completely stops the process. Clients send a document certified only by a notary, which is useless in Poland. Our step-by-step instructions clearly explain how and where to get an apostille.
Mistake 3: Typos and errors in personal data
Even a minor typo in the name, surname, or passport number in the power of attorney can invalidate it. We verify all data multiple times to ensure its correctness.
Frequently asked questions
Can I write the content of the power of attorney myself?
This is not recommended. A power of attorney to establish a company must be in notarial form and precisely define the scope of activities. It is safest to use a professional template prepared by a law or consulting firm, such as Progress Holding, to avoid the document being rejected by the notary.
How long is a power of attorney for establishing a company valid?
A power of attorney is valid until it is revoked by the principal. In practice, a power of attorney for establishing a company is a single-use document. After the company is registered and all the actions indicated in it are performed, it loses its power in that specific scope.
Can the attorney open a bank account for me?
Yes, but this requires a separate, very detailed banking power of attorney. Most banks in Poland have strict procedures and may require a personal visit. At Progress Holding, we offer specialized support in the remote bank account opening process for PLN 2000 net.
Do I need a power of attorney to register a sole proprietorship (JDG)?
Not always. Registration in CEIDG (Central Registration and Information on Business) is possible online using a Trusted Profile. However, an attorney can be useful for handling matters at ZUS (Social Insurance Institution) or the tax office if you are not in Poland and cannot complete these formalities in person.
What is the difference between a power of attorney (pełnomocnictwo) and a commercial proxy (prokura)?
A power of attorney is granted by a natural person to perform specific actions. A commercial proxy (prokura) is a special type of commercial power of attorney, granted by an already registered company, for a wide range of court and out-of-court activities related to running the business.
Registering a company via an attorney is an effective and safe way to start a business in Poland without the need to travel. The key to success is the precise preparation of documents. Want to be sure the whole process runs smoothly? Contact us at Progress Holding at +48 603 232 418 or email office@progressholding.pl.
