Prokura vs power of attorney – differences that

A German investor setting up a Polish subsidiary appoints a local manager to sign contracts, open bank accounts, and represent the company before the National Court Register (KRS). The question arises immediately: should that appointment take the form of prokura or a conventional power of attorney? The choice is not cosmetic. Each instrument carries a different legal basis, different scope, and different consequences when something goes wrong.

Prokura is a statutory form of commercial representation created by the Kodeks cywilny (Civil Code, KC) and governed additionally by the Kodeks spółek handlowych (Commercial Companies Code, KSH). It grants the holder – the prokurent – authority to perform virtually all judicial and extrajudicial acts connected with running a business, except for a defined list of transactions that always require a separate mandate. A conventional power of attorney is a general contractual instrument, flexible in scope but lacking the statutory presumption of authority that prokura carries. The two instruments are not interchangeable.

This guide works through the practical differences step by step. It covers the legal framework, registration mechanics, scope of authority, cost, and the three scenarios where choosing the wrong instrument creates personal liability or invalidates transactions. A checklist and FAQ follow for quick reference.

What is prokura and who can grant it?

Only a trader entered in the register of entrepreneurs may grant prokura. In practice, this means a spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.), a joint-stock company, or a partnership entered in the KRS. Sole traders registered only in the Central Register and Information on Business Activity (CEIDG) cannot use this instrument. The granting resolution is passed by the management board, and the appointment must be disclosed in the KRS within 7 days.

The scope of prokura is set by statute, not by the deed of appointment. The prokurent may sign contracts, take on credit facilities, initiate and defend litigation, and deal with public authorities – all without producing a separate authorisation each time. This statutory presumption of authority is precisely what makes prokura attractive in high-volume commercial environments. Counterparties can verify the appointment in the KRS online, in real time, without requesting paper documents.

Three categories of act fall outside the statutory scope. Disposing of the enterprise as a whole, encumbering real property, and alienating real property each require an express additional authorisation. This limitation protects shareholders from a prokurent selling the company's factory on a Tuesday morning without board approval. The Civil Code draws this line deliberately. Any authorisation that purports to extend prokura to these acts without a separate instrument is void.

How does a conventional power of attorney differ in scope and form?

A conventional power of attorney – pełnomocnictwo in Polish – is a contractual grant of authority. Its scope is entirely defined by the document itself. Polish law distinguishes three types: a general power of attorney (pełnomocnictwo ogólne), which covers ordinary management acts only; a specific-type power of attorney (pełnomocnictwo rodzajowe), which authorises a category of acts; and a special power of attorney (pełnomocnictwo szczególne), which covers a single identified transaction. Choosing the wrong type – for example, relying on a general power of attorney to sign a real property transfer – renders the act invalid.

Form requirements add another layer of complexity. A power of attorney to perform an act requiring a notarial deed must itself be granted in notarial form. The cost of a notarial deed in Poland ranges from PLN 100 to PLN 10,000 depending on the value of the transaction, with the maximum fee capped by the Regulation on Notarial Fees. A power of attorney for ordinary commercial acts may be granted in writing, or even orally – though oral grants create obvious evidentiary problems during due diligence Poland processes or M&A Poland transactions.

Unlike prokura, a conventional power of attorney does not require KRS registration unless the company's articles of association so provide. This means counterparties cannot verify the grant online. In cross-border transactions – particularly with partners unfamiliar with Polish corporate law – this creates friction. We have seen transactions delayed by several weeks because a foreign bank refused to accept a power of attorney that had not been apostilled and translated, while the same bank would have accepted a KRS printout for a prokurent within hours.

What are the registration mechanics and timeline?

Registering a prokurent in the KRS requires a management board resolution, a specimen signature (wzór podpisu) filed with the court, and a completed KRS-Z3 form. The court fee is PLN 250. Processing time at the District Court (Sąd Rejonowy) – which acts as the registration court – currently runs between 3 and 14 days for electronic filings via the S24 portal. Paper filings can take considerably longer. Once registered, the appointment is publicly visible in the Central Information of the National Court Register, accessible at ekrs.ms.gov.pl.

A conventional power of attorney has no mandatory registration step. It takes effect upon delivery to the attorney. This makes it faster to establish for one-off transactions. However, the absence of a public register creates a verification gap. Counterparties conducting due diligence Poland checks must request the original document, verify the signatory's authority to grant it, and confirm the document has not been revoked. Each step adds time and cost.

Revocation mechanics differ as well. Prokura is revoked by a management board resolution and a KRS deregistration filing, also at a PLN 250 fee. The revocation takes effect against third parties only when it appears in the KRS – this matters enormously if a departing manager continues to sign contracts in the interim. A conventional power of attorney may be revoked at any time by written notice to the attorney, but proving that the revocation was communicated to third parties is the principal's burden. This asymmetry has produced litigation in more than one M&A Poland transaction we have reviewed.

We obtained a reversal of a disputed transaction challenge for a manufacturing client in the Mazowieckie region (autumn 2025), where the counterparty had acted in good faith relying on an unrevoked KRS entry for a prokurent whose internal authority had already been withdrawn by board resolution. The KRS entry controlled.

Which instrument fits which business scenario?

Three scenarios illustrate where the choice becomes consequential. First, a manufacturing company in Silesia wants its operations director to manage day-to-day contracts, banking, and regulatory filings without board involvement in every transaction. Prokura is the right instrument. It provides a stable, publicly verifiable grant of authority. The director can set up company Poland banking mandates, sign supply contracts, and appear before the Polish Financial Supervision Authority (KNF) or the Polish Social Insurance Institution (ZUS) without producing fresh authorisations each time.

Second, an IT company needs its lead developer to sign a single software licensing agreement with a value of EUR 200,000. A special power of attorney is sufficient and faster. Granting prokura for this purpose would be disproportionate and would expose the company to broader authority than intended. The power of attorney can be drafted in an afternoon, signed by two board members, and delivered to the developer on the same day.

Third, a foreign investor completing an acquisition of a Polish sp. z o.o. appoints a local law firm Warsaw counsel as transaction attorney. The firm needs authority to sign the share transfer agreement, file with the KRS, and execute ancillary documents. A special power of attorney in notarial form is required here – prokura cannot be granted to a legal person, only to a natural person. This is a common error in cross-border deals. The restriction is statutory and cannot be contracted around.

Our team secured interim measures protecting assets worth over EUR 3m for a foreign investor's subsidiary in Lower Silesia (spring 2026), where the original transaction documents had been signed under a general power of attorney that lacked the authority to encumber real property. The defect was identified during post-closing due diligence and required rectification proceedings before the District Court.

What are the most common mistakes and how do they create liability?

The most frequent error is granting prokura to a legal entity. Polish law limits prokura to natural persons with full legal capacity. A board resolution purporting to appoint a corporate entity as prokurent is void. Any acts performed under that purported appointment carry no legal effect, which forfeits the company's position in any transaction relying on them. The KRS will reject the registration, but companies sometimes act before receiving confirmation – creating a gap period of unauthorised representation.

The second error is using a general power of attorney for real property transactions. Polish property law requires a special power of attorney in notarial form for any act involving transfer of ownership or establishment of a mortgage. A general power of attorney – even one executed before a notary – does not satisfy this requirement. Transactions concluded on this basis are invalid. Correcting the defect post-closing requires the cooperation of both parties and, frequently, a second notarial act. This precludes smooth completion and generates costs that neither party anticipated.

Personal liability for board members arises where an act performed by a purported attorney is later found to have exceeded the grant. Under Polish corporate legislation, a board member who knowingly allowed an unauthorised representative to bind the company may face personal liability for resulting losses. The timeline matters: if the defect is identified within 3 years of the act, a claim may still be brought against the responsible director. For advice on the intersection of representation errors and director liability, see our analysis of fiscal criminal defence and KKS strategy for board members.

Verify the type of authority required before drafting the instrument.
Confirm the proposed attorney is a natural person if using prokura.
Use notarial form for any power of attorney covering real property or company disposal.
File KRS registration within 7 days of granting prokura.
Document revocation and confirm third-party notice before treating authority as withdrawn.

For companies with cross-border operations, the interaction between Polish representation rules and foreign corporate law adds further complexity. A foreign parent appointing a Polish manager through a power of attorney governed by German or Hungarian law must ensure the instrument is recognised under Polish private international law rules. For a comparison of structural choices relevant to cross-border groups, see our guide on branch vs subsidiary in Poland for Hungary groups.

Specific situations – particularly in M&A Poland transactions involving layered authority structures – require a tailored review of each instrument in the chain. A failure at any link can invalidate the entire transaction. The Polish Supreme Court has confirmed that good faith of the counterparty does not cure a void act of representation; it may only give rise to damages under quasi-contractual principles.

To receive an expert assessment of your company's representation structure, contact info@kordeckipartners.com.

Frequently asked questions

Q: Can a prokurent grant a sub-power of attorney to another person?

A: A prokurent may not grant prokura to another person – the authority is personal and non-transferable. However, the prokurent may grant a conventional power of attorney for specific acts within the scope of their own authority. Any such grant must not exceed what the prokurent themselves may do. The distinction between delegating authority and sub-granting prokura is important and should be addressed in the company's internal governance documents.

Q: What does it cost to register and maintain prokura in the KRS?

A: The court fee for registering a prokurent is PLN 250. The same fee applies to deregistration. There is no annual maintenance fee. The total cost of the KRS procedure – excluding legal fees for drafting the board resolution and preparing the filing – is therefore PLN 500 for the full lifecycle of a single appointment. Additional costs arise if the specimen signature must be certified by a notary, which adds between PLN 100 and PLN 300 depending on the notary's tariff.

Q: Is it a misconception that prokura automatically ends when a company is sold?

A: Yes. A common misconception is that change of ownership automatically terminates prokura. It does not. Prokura is linked to the company as a legal entity, not to its shareholders. A change of ownership – including a full share transfer in an M&A Poland transaction – leaves existing prokura in place unless the new management board passes a revocation resolution and files it with the KRS. Acquirers should include prokura review as a standard item in their post-closing checklist. For cross-border M&A context, see our overview of corporate M&A practice across jurisdictions.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to corporate representation, authority structures, and M&A transactions. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.