A commercial proxy (prokura) in a Polish LLC is a special type of commercial power of attorney that authorizes an individual to perform almost all activities related to running a business. It is established by the management board, and registration in the National Court Register (KRS) is mandatory. This institution allows for smooth company management in the absence of main board members.
What is a commercial proxy in a Polish company and what are its powers?
A commercial proxy is a power of attorney regulated by the Civil Code, which grants the right to represent the company before courts, offices, and contractors in all matters related to the business.
The scope of a commercial proxy’s powers is extremely broad and defined by law. The proxy (prokurent) can sign commercial contracts, hire employees, take out working capital loans, and represent the company before the Tax Office. They do not need the board’s consent each time to perform these daily activities. Thanks to this, your company operates efficiently without unnecessary decision-making delays.
However, there are statutory limitations to this power. A proxy cannot independently sell the entire enterprise. They also do not have the right to sell or encumber real estate belonging to the company. To execute such strategic actions, the proxy needs a separate, specific power of attorney. This results directly from the provisions of the Civil Code.
In the practice of our clients at Progress Holding, we most often see foreigners establishing a proxy to facilitate ongoing communication with Polish authorities. This allows for the management of a Polish company without the need for constant trips to the country. The proxy handles banking and administrative matters locally.
Who can be a commercial proxy in a limited liability company?
A commercial proxy can only be a natural person who has full legal capacity to perform acts in law.
Polish law categorically excludes the possibility of granting a proxy to a legal entity. Another LLC cannot perform this function. The current member of the management board of the same company also cannot be a proxy. These two roles are mutually exclusive. However, a shareholder of the company can become a proxy if they do not sit on the board.
Foreign proxy and the PESEL number
A citizen of a foreign country has the full right to act as a proxy in a Polish company. However, the issue of the PESEL number arises here. Recently, the Polish KRS IT systems require all persons entered into the register to have a Polish PESEL number. This also applies to proxies. We provide support services in this area. At Progress Holding, we efficiently help foreigners obtain a PESEL number for business purposes.
What are the types of commercial proxy in Polish law?
Polish law distinguishes four main types of commercial proxy: sole (separate), joint, branch, and mixed proxy.
Choosing the right type depends on the structure of trust within your company. The board must decide how much freedom it wants to entrust to one person. A poor match of powers creates a risk of financial abuse. Below we discuss the individual types of proxy.
Sole commercial proxy
A sole proxy acts completely independently. They can single-handedly sign contracts and make declarations of intent on behalf of the company. This is the most convenient, but also the most risky solution. It requires absolute trust in the appointed person. Such a model works perfectly in smaller, family-owned limited liability companies.
Joint commercial proxy
A joint proxy requires the cooperation of at least two proxies. Neither of them can independently incur obligations for the company. They must place their signatures on a single document. This is an excellent internal control mechanism. It prevents unauthorized financial decisions and protects the company’s funds.
Mixed commercial proxy
This model is a specific variation of joint representation. In this case, the proxy must act together with a member of the management board. Such a structure guarantees that the board never loses control over key operations. Registering this type of representation requires careful drafting of the application to the commercial court.
Branch commercial proxy
This type limits the proxy’s powers exclusively to matters entered into a specific branch of the enterprise. If your company is headquartered in Warsaw and has a branch in Krakow, the branch proxy only manages Krakow affairs. It is a rare but useful form in large corporate structures.
How to establish a commercial proxy in a Polish LLC?
Establishing a commercial proxy requires the written consent of all members of the management board and the adoption of a relevant resolution in this regard.
This process is internal but produces external effects. Importantly, a statement from just one board member is enough to revoke the proxy. Such disproportion protects the company against a dishonest representative. Below are the detailed steps of the procedure.
Step 1: Company board resolution
The board must organize a meeting. At the meeting, the board members unanimously pass a resolution appointing a specific person. The resolution must specify the candidate’s first name, last name, PESEL number, and precisely indicate the type of proxy. This document requires a written form, but does not need to be drawn up by a notary.
Step 2: Proxy’s declaration of consent
The candidate must formally agree to take up the function. Additionally, they must provide their correspondence address. If the address is outside the European Union, it is necessary to appoint an agent for service of process in Poland. We have conducted hundreds of such registration processes and we know that address errors are the main reason for application rejections by the court.
Step 3: Notification to the National Court Register
The final stage is reporting the appointment of the proxy to the KRS. The board has a statutory deadline of 7 days from the date of passing the resolution. The notification is made exclusively electronically. The Court Registers Portal (PRS) or the S24 system is used for this.
What are the costs of registering a proxy in the KRS in 2026?
Registering a proxy in the KRS costs 350 PLN through the Court Registers Portal or 250 PLN in the S24 system.
These costs consist of the court fee for the entry itself and the fee for an announcement in the Court and Economic Monitor. Your company must cover these expenses from the corporate bank account when submitting the electronic application. The table below systematizes the current fees.
| Registration system | Court fee (data update) | MSiG fee | Total cost in 2026 |
|---|---|---|---|
| Court Registers Portal (PRS) | 250 PLN | 100 PLN | 350 PLN |
| S24 IT system | 200 PLN | 50 PLN | 250 PLN |
Making changes in the S24 system is cheaper and faster. However, it requires that the company’s articles of association were previously concluded in the same system and have never been amended before a notary. We offer comprehensive assistance with data changes in the KRS. The service of full legal support for a change in the National Court Register at Progress Holding starts from 1,500 PLN net.
Does a proxy pay ZUS contributions and taxes?
Acting as a proxy solely on the basis of a board resolution does not constitute a basis for mandatory ZUS social security contributions, but it is subject to a health insurance contribution.
The tax issues of proxies have undergone major changes in recent years. Since the introduction of the Polish Deal, the remuneration paid for performing the function is subject to a mandatory health insurance contribution of 9%. This contribution cannot be deducted from income tax.
Proxy’s remuneration and income tax
A proxy can perform their duties free of charge. More often, however, they collect a fixed remuneration. If the basis for payment is exclusively a board resolution, this remuneration is taxed on general principles. The company collects and pays PIT tax advances to the Tax Office. This remuneration constitutes a tax-deductible cost for the company.
Proxy and employment contract
The company can conclude a separate employment contract or a mandate contract with the proxy. Then, such a person is subject to full ZUS contributions (pension, disability, sickness) according to the rules appropriate for the given contract. We run professional accounting for foreigners and local companies. We offer company accounting and HR services starting from 799 PLN net. We ensure proper settlement of management staff remuneration and avoid costly penalties from ZUS.
How to revoke a proxy in an LLC and when does it expire?
The revocation of a commercial proxy in an LLC can occur at any time based on a written statement from just one board member.
Revocation does not require the proxy’s consent or stating the reasons. A signed statement by a board member delivered to the proxy is sufficient. Then the board has 7 days to remove this person from the KRS system. From our experience at Progress Holding, companies often delay removing a former proxy from the register. This generates massive risk. A person listed in the KRS can still effectively incur obligations on behalf of the company towards unaware contractors.
Automatic expiration of a commercial proxy
A proxy expires automatically by operation of law in several situations. These include the death of the proxy, the declaration of bankruptcy of the company, and the deletion of the enterprise from the KRS. Importantly, the proxy does not expire in the event of the death of a board member or a change in the entire composition of the board. Once properly established, it lasts regardless of personnel rotation at the top level.
What are the differences between a commercial proxy and a general power of attorney?
A commercial proxy is a power of attorney regulated by law and subject to entry in the KRS, while a general power of attorney is based on a private document freely determining the scope of authorization.
A general attorney must present a paper document for each activity. The contractor must verify the content of this document. In the case of a commercial proxy, it is enough to provide the company’s KRS number. The contractor independently checks in the public register that a given person is registered as a proxy. This builds incredible trust in B2B relations. State administration offices, including the Tax Office, treat proxies almost on par with board members. You can read more about representation rules on the Biznes.gov.pl portal.
How does it look in practice? Progress Holding’s experience
Based on the analysis of hundreds of corporate processes conducted at Progress Holding, we see that appointing a proxy saves company liquidity in crisis situations.
We often encounter a situation where the only board member of a foreign company is outside the Schengen area and their passport expires. Banks in Poland then immediately block access to corporate accounts. Establishing a local sole proxy protects against such paralysis. Such a person can go to the bank branch with a valid ID card and instantly unlock funds for employee payouts.
Another practical problem is the lack of documentation for the court. Entrepreneurs try to submit applications themselves through the Court Registers Portal. They forget to attach the proxy’s declaration of no criminal record or format PDF files poorly. The registry court mercilessly rejects such applications. This causes the loss of the court fee and extends the process by further weeks. By entrusting this task to our experts, you gain the certainty of a quick and error-free registration.
Frequently asked questions
Is the proxy liable with their own assets for the debts of the LLC?
No, the proxy is not financially liable for the company’s debts. According to Article 299 of the Code of Commercial Companies, joint and several liability for company obligations applies exclusively to board members. The proxy is merely a representative and does not risk their private wealth for the company’s business mistakes.
Can a proxy sell real estate belonging to the company?
No, a proxy does not have the right to independently sell or mortgage the LLC’s real estate. Such action goes beyond the statutory scope of their powers. To conclude a notarial deed for the sale of land or a building, the proxy needs a special, separate power of attorney for this specific act.
Can a commercial proxy be limited towards third parties?
No, from a legal perspective, a commercial proxy cannot be effectively limited towards third parties. Any internal agreements between the board and the proxy, prohibiting them, for example, from signing contracts over 50,000 PLN, are invalid for contractors. If the proxy breaks such a ban, the contract with the client is valid, but the company can sue the proxy for compensation.
Can a proxy appoint another commercial proxy?
No, Polish law explicitly forbids a proxy from transferring their powers to other people. A proxy cannot establish another proxy or grant substitution. They can, however, within their broad powers, grant another person an ordinary power of attorney to perform a specific legal act.
Summary
Appointing the right person to this position is a crucial step for the smooth functioning of an enterprise on the Polish market. A commercial proxy in an LLC guarantees operational security when the board is unavailable or abroad. However, one must remember the correct notification of changes in the KRS IT systems and the related tax obligations. Do you need professional support with changes in the management board or register entries? Contact us at Progress Holding by calling +48 603 232 418 or emailing office@progressholding.pl.
