Prokura vs power of attorney – differences that

A German investor acquires a Polish limited liability company – spółka z ograniczoną odpowiedzialnością (private limited company, sp. z o.o.) – and immediately needs someone on the ground to sign contracts, open bank accounts, and represent the business before authorities. The board is abroad. Time is short. The instinct is to issue a power of attorney. But Polish law offers a second, structurally distinct instrument: prokura. Choosing the wrong one can expose the company to third-party claims, registration gaps, and transactions that fail to bind.

Polish law draws a sharp line between prokura and a general power of attorney. Prokura is a statutory form of commercial representation, governed by the Kodeks cywilny (Civil Code, KC) and the Kodeks spółek handlowych (Commercial Companies Code, KSH), available exclusively to entrepreneurs registered in the National Court Register (KRS). It covers all judicial and extrajudicial acts connected with running a business, with only narrow statutory exceptions. A power of attorney, by contrast, is a contractual instrument whose scope is defined entirely by the granting document.

This article maps the two instruments against each other. It covers the regulatory framework, the practical differences that affect day-to-day operations, the pitfalls that surface in M&A Poland transactions and cross-border structures, and a checklist for deciding which instrument fits your situation. Where the answer is genuinely uncertain, the decision matrix in the final section provides a structured path.

What is prokura and how does it differ from a standard power of attorney?

Prokura is not simply a broad power of attorney. It is a statutory category of commercial representation with a fixed scope defined by law – not by the granting document. The holder, called a prokurent, is authorised to perform all judicial and extrajudicial acts connected with running the business of the enterprise. That scope cannot be widened by the grantor; it can only be narrowed in specific ways permitted by statute.

A standard power of attorney (pełnomocnictwo) works the opposite way. Its scope is determined entirely by what the authorising document says. A general power of attorney (pełnomocnictwo ogólne) covers only ordinary management acts. Anything beyond ordinary management requires a specific power of attorney (pełnomocnictwo szczególne) identifying the transaction or category of acts. This distinction matters enormously in practice. An attorney acting outside the written scope binds no one – the company can disavow the act.

Three institutional markers define the prokura framework in Poland. The KRS records every grant and revocation of prokura; third parties may rely on the register entry. The Sąd Rejestrowy (Registration Court) processes the filing within seven days of submission. The Centralna Informacja KRS (Central KRS Information Office) makes the entry publicly accessible online. For a counterparty performing due diligence Poland on a target company, the KRS extract is the primary verification tool.

Prokura: statutory scope, KRS-registered, available only to KRS entrepreneurs
General power of attorney: scope limited to ordinary management, no registration required
Specific power of attorney: unlimited scope as defined, no registration required
Joint prokura: two or more prokurenci must act together – commonly used as an internal control mechanism

One figure anchors the comparison: prokura covers acts whose value can reach any amount, without a monetary ceiling. A specific power of attorney, by contrast, is often drafted with a transaction value cap. Missing that cap in a cross-border deal is a common drafting error that surfaces only during post-signing due diligence.

When does prokura apply – and when does it fall short?

Prokura applies whenever a company needs a representative with broad, legally reliable authority to act in commercial matters. It is the default instrument for a managing director who is not a board member, for a country manager of a foreign investor's Polish subsidiary, or for a senior in-house lawyer tasked with signing day-to-day contracts. The legal certainty it provides is its main advantage: counterparties can rely on KRS registration without demanding sight of the underlying board resolution.

That certainty has hard limits. Civil law identifies four categories of acts that fall outside prokura's reach regardless of what the grant document says. Disposing of or encumbering the enterprise as a whole requires a separate specific power of attorney. So does disposing of real property. Establishing a subsidiary or branch requires board action. Signing a commercial lease for more than 30 years – a niche but real scenario in infrastructure projects – also falls outside prokura's statutory scope.

We secured registration of a dual-prokura structure for a manufacturing client in the Mazowieckie region (autumn 2025), replacing a defective power of attorney that had been used to sign three supply contracts. The counterparties had not noticed the defect; our client had. Correcting it before litigation cost considerably less than defending ratification claims would have.

The practical consequence for M&A Poland transactions is direct. A buyer conducting due diligence Poland on a target sp. z o.o. should verify not only that the KRS entry shows an active prokurent, but also that any real-property transactions were signed under a separate notarial power of attorney. If the target's prokurent signed a property transfer deed, that act was void – and the title may be defective regardless of what the land register shows.

For a company looking to set up company Poland operations quickly, prokura is faster than amending the articles of association to add a new board member. The KRS filing for prokura requires a board resolution, a specimen signature of the prokurent, and standard registration forms. The court processes the filing within seven days. Board member appointments typically take the same period, but the internal governance steps are more complex.

How should foreign investors structure authority in a Polish subsidiary?

For a foreign investor, the choice between prokura and a power of attorney is rarely binary. Most well-structured Polish subsidiaries use both instruments in combination. The board – often comprising non-resident directors – grants prokura to a local manager for operational continuity. Specific powers of attorney are then issued for transactions outside prokura's statutory scope: real-property deals, enterprise disposals, and long-term financial commitments.

German and French groups entering the Polish market through a sp. z o.o. frequently encounter a structural tension. The parent's internal approval matrix may require two signatories for contracts above EUR 500,000. Polish prokura can accommodate this: joint prokura (prokura łączna) requires two prokurenci to act together, or one prokurent to act jointly with a board member. The KRS entry specifies the joint requirement, so counterparties are on notice.

We obtained interim measures protecting assets worth over EUR 3m for a French investor's subsidiary in Lower Silesia (spring 2026), where the dispute arose partly because the local manager had acted under a general power of attorney rather than prokura. The counterparty successfully argued that the manager's authority did not cover the category of act in question. Prokura would have resolved the ambiguity.

Cross-border structures also raise the question of governing law. Prokura is a Polish-law concept with no direct equivalent in many Western European systems. A German Prokura exists under German commercial law but has different statutory exceptions. When a Polish subsidiary's prokurent signs a contract governed by German law, the counterparty's lawyers should verify that Polish prokura is recognised as sufficient authority under the applicable conflict-of-law rules. This is a recurring point in branch vs subsidiary structuring for French groups entering Poland.

For Hungarian groups, the analysis differs again. Hungarian law has a comparable concept, but the scope of statutory exceptions is not identical. A Hungarian parent issuing instructions to a Polish prokurent should not assume that the Polish instrument mirrors the Hungarian one. Our cross-border practice regularly addresses this mismatch – see also our analysis of branch vs subsidiary structures for Hungarian groups in Poland.

What are the practical pitfalls and how can you avoid them?

The most common pitfall is using a general power of attorney where prokura is the appropriate instrument – and vice versa. A general power of attorney covers only ordinary management acts. If a manager signs a significant supply contract under a general power of attorney, the counterparty can challenge the act as exceeding the attorney's authority. The company may ratify, but ratification is not guaranteed and creates transaction risk that sophisticated buyers will price in during M&A Poland processes.

The second pitfall is failing to register prokura in the KRS before the prokurent begins acting. Prokura takes effect upon grant by the competent internal body (typically the board), not upon KRS registration. But third parties are entitled to rely on the register. If the KRS shows no active prokura and the prokurent signs a contract, the counterparty may claim it had no notice of the authority. Registration should precede or immediately follow the first act – a seven-day window is tight in fast-moving transactions.

The third pitfall is revoking prokura without notifying counterparties who are mid-transaction. Revocation is effective immediately upon the board resolution, even before KRS update. A prokurent whose authority has been revoked but whose name still appears in the KRS can still bind the company to a counterparty acting in good faith. The company bears the risk of that gap. Best practice is to notify key counterparties directly on the day of revocation.

Verify KRS extract before relying on any representation by a prokurent
Check whether the act falls within prokura's statutory scope or requires a separate power of attorney
For real-property transactions, always require a notarial specific power of attorney
On revocation, notify counterparties directly – do not rely solely on KRS update
In joint prokura structures, confirm the exact combination required by the KRS entry

Development agreements in Poland illustrate the pitfall clearly. A developer who allows a prokurent to sign a development agreement without checking whether the act involves an encumbrance of real property may find the agreement partially void. The structure and risks of development agreements in Poland deserve separate analysis – but the authority question is always the first checkpoint.

Decision matrix and self-assessment checklist

Choosing between prokura and a power of attorney requires answering four questions in sequence. First: is the company registered in the KRS? If not, prokura is unavailable – only a power of attorney applies. Second: does the intended scope of authority include acts outside prokura's statutory reach, such as real-property disposal or enterprise encumbrance? If yes, a specific power of attorney is required for those acts, regardless of whether prokura is also granted. Third: does the company's internal governance require joint signatures above a threshold? If yes, joint prokura is likely more appropriate than a dual power of attorney. Fourth: is the authority intended to be publicly verifiable without the counterparty demanding the underlying board resolution? If yes, prokura's KRS registration provides that transparency.

The decision matrix in practice looks like this. An operational manager of a Polish sp. z o.o. handling contracts, litigation, and regulatory filings up to any value: prokura. A consultant engaged to sign one specific contract worth PLN 2m: specific power of attorney. A CFO who needs to sign financial documents but also occasionally signs real-property leases: prokura plus a standing specific power of attorney for real-property acts. A foreign parent authorising its Warsaw law firm Warsaw counsel to represent it in a single arbitration: specific power of attorney governed by the arbitration rules.

Self-assessment checklist – what to prepare before granting either instrument:

Board resolution specifying the instrument type, scope (for power of attorney), and the identity of the authorised person
For prokura: specimen signature of the prokurent and completed KRS registration forms
For a notarial power of attorney: appointment with a notary and identity documents of the grantor and grantee
Internal authority matrix updated to reflect the new grant and any revocation of prior instruments
Counterparty notification plan, especially where an existing attorney's authority is being replaced

One figure matters here: the KRS registration fee for prokura is PLN 250. It is one of the lowest-cost corporate governance steps available under Polish law. The cost of not registering – or of using the wrong instrument – can be orders of magnitude higher when a transaction is challenged.

Frequently asked questions

Q: Can a prokurent grant a sub-power of attorney to a third party?

A: Under Polish civil law, a prokurent cannot grant prokura to another person. A prokurent may, however, grant a power of attorney for specific acts – provided the board has not excluded this right. The sub-attorney's authority is limited to the specific acts defined in the power of attorney document, not the full statutory scope of prokura.

Q: How long does it take to register prokura in the KRS, and what does it cost?

A: The Registration Court processes KRS filings within seven days of a complete submission. The registration fee is PLN 250. If the filing is incomplete – missing the specimen signature or the board resolution – the court issues a deficiency notice, and the seven-day clock restarts. In practice, allow ten to fourteen days from board resolution to confirmed KRS entry.

Q: Is a power of attorney granted abroad valid for use in Poland?

A: A power of attorney granted outside Poland is generally recognised under Polish law if it meets the formal requirements of the country where it was granted (the locus regit actum principle). However, if the power of attorney is to be used for a notarial act in Poland – such as a real-property transaction – it must typically be apostilled and translated by a sworn translator. The notary conducting the Polish transaction will require a certified Polish translation and may request additional verification of the grantor's identity.

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

Every company operating in Poland carries a specific combination of authority instruments – and the gap between what the documents say and what the law permits is where disputes begin. A review of your KRS entries, your existing powers of attorney, and your internal authority matrix takes a matter of days. The cost of that review is a fraction of the cost of a challenged transaction.

If your sp. z o.o. operates with a prokurent, a power of attorney holder, or both – and you have not reviewed those instruments in the past 12 months – contact our Warsaw team at info@kordeckipartners.com. We will map your current authority structure, identify gaps, and recommend the combination that fits your governance requirements and transaction profile.

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 governance, commercial representation, and M&A structuring. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.