A counterparty's signatory authority determines whether a contract binds the entity. For a foreign buyer or lender verifying a Polish asset, establishing who may sign — and on what terms — is a collateral question: a document executed by an unauthorised person may be void or voidable, affecting the security's enforceability.
Polish law ties signatory authority to the entity's registered representation rules. Those rules are public, maintained in official registers, and verifiable before any transaction closes. The sources, their scope, and their limits are described below.
- What the sources show
- Registered representation rules: who may sign alone, who must sign jointly, and any restrictions on scope. Source: Krajowy Rejestr Sądowy (KRS) · verified 2026-08-06
- Access condition
- KRS is publicly searchable at ekrs.ms.gov.pl without registration or fee. Full printout of the current entry is available in the portal.
- What the sources do not show
- Internal board resolutions, powers of attorney granted outside the register, or any conditions attached to authority by shareholders' agreement. Source: KRS · verified 2026-08-06
- Currency of the entry
- KRS entries reflect filings made by the entity. A change in representation is effective against third parties from the date of registration, not from the date the internal decision was made.
What the KRS entry establishes
The KRS current entry (odpis aktualny) lists the members of the management board or other governing body by name, together with the representation rules adopted in the articles of association. For a spółka z ograniczoną odpowiedzialnością, the entry states whether a single board member may bind the company or whether joint signatures are required. For a spółka akcyjna, the same structure applies. For a spółka jawna or spółka komandytowa, the entry identifies partners and their individual authority.
The full entry also shows the date each person was appointed, whether any removal or resignation has been registered, and the current status of the entity itself — active, in restructuring, or in liquidation. An entity in liquidation is represented by a liquidator, not the former board; the entry will show that transition.
A historical printout (odpis pełny) shows all changes since formation. This is the document used to trace when a given person held authority and whether that authority was in place on the date a specific document was signed.
The collateral dimension
For a lender taking a mortgage (hipoteka) over Polish real property, the mortgagor must have capacity and authority to encumber the asset. The notary executing the mortgage deed is required to verify representation; however, the lender's own due diligence should not rely on the notary's check alone. The KRS printout used at signing is the primary evidentiary document if authority is later disputed.
For a buyer acquiring shares or an enterprise, the seller's authority to transfer is a separate question from the seller's ownership of the asset. Both must be established. KRS shows authority. The share register (księga udziałów) or the securities depository shows ownership of shares.
Where the counterparty is a natural person acting as a sole trader (jednoosobowa działalność gospodarcza), the relevant register is the Centralna Ewidencja i Informacja o Działalności Gospodarczej (CEIDG). CEIDG shows the registered scope of activity and any suspension, but does not contain representation rules in the same form as KRS. A sole trader binds themselves personally; the question shifts to capacity, not corporate authority.
Powers of attorney outside the register
A person signing a document may hold a power of attorney (pełnomocnictwo) granted by the board rather than registered authority. KRS does not list individual powers of attorney. The power must be examined as a separate document. It must be traced to a grantor with registered authority, must cover the act being performed, and must not have been revoked.
A notarially certified power of attorney used in a real property transaction is filed with the notarial records and can be verified through the notarial deed number. An ordinary written power of attorney leaves no public trace. Its validity depends entirely on the document itself and the chain back to the board.
This is the most common gap in counterparty verification. The register shows the board; the board delegates; the delegate signs. Each link in that chain must be documented separately.
Prokura — a specific statutory authority
Polish commercial law provides for a specific form of commercial proxy called prokura. A prokurent is authorised to perform all acts connected with the operation of an enterprise, with statutory exceptions for disposal of real property and encumbering it, which require explicit extension. Prokura must be registered in KRS to be effective against third parties.
The KRS entry distinguishes between prokura samoistna (sole prokura, one prokurent acts alone) and prokura łączna (joint prokura, multiple prokurenci must act together, or a prokurent must act jointly with a board member). A document signed by a prokurent acting outside the registered scope of their prokura does not bind the company.
| Authority type | Register | Publicly searchable | What is shown | What is not shown |
|---|---|---|---|---|
| Board representation rules | KRS | Yes, no fee | Names, joint/sole rule, appointment date | Internal resolutions, conditions in shareholders' agreement |
| Prokura | KRS | Yes, no fee | Prokurent name, samoistna or łączna, scope extension if any | Revocation before it is registered |
| Power of attorney (notarial) | Notarial records | No — requires deed reference | Scope, grantor, date | Whether it has been revoked |
| Power of attorney (written) | None | No public record | Document only | Revocation, chain to authorised grantor |
| Sole trader capacity | CEIDG | Yes, no fee | Name, registered activity, suspension status | Personal capacity restrictions, court orders |
The limit of what the sources allow
KRS and CEIDG show what has been filed. They do not show what has been decided but not yet filed. Under Polish law, changes to board composition are effective internally from the date of the resolution. They are effective against third parties from the date of registration. Between those two dates, the register may show a person who has already been removed internally. A counterparty who knows of the removal cannot rely on the register; a counterparty who does not know may be protected — but that protection is a legal question, not a factual one the register resolves.
The register does not show shareholders' agreements that restrict authority. A board member may have registered sole authority but be contractually prohibited from acting without shareholder approval in certain transactions. That restriction exists only in the agreement, which is not public.
For entities organised outside Poland — a foreign parent, a holding company in another jurisdiction — authority must be traced to the foreign register. KRS shows the Polish subsidiary's board; it does not show whether the foreign parent's approval was required for the transaction under the parent's own constitutional documents. That layer requires verification in the parent's jurisdiction.
Where the sources disagree
A conflict arises when the KRS entry shows one representation rule and the articles of association (umowa spółki) filed with KRS show another. The articles are part of the KRS file and are publicly available. Where the two documents are inconsistent, the articles govern — but the inconsistency itself is a red flag requiring examination before the transaction closes.
A second conflict arises when a power of attorney purports to grant authority that the grantor did not have under the register. The document may appear regular on its face. Verification requires tracing the grantor's authority at the date the power was granted, not the date of the transaction.
Restructuring and insolvency effects on authority
If the counterparty is subject to restructuring or insolvency proceedings, the authority of the board may be limited or displaced. Under the Polish Restructuring Law (Prawo restrukturyzacyjne), the extent of the limitation depends on the type of proceeding. In some proceedings, the board retains authority but requires court supervisor consent for significant acts. In others, an administrator (zarządca) replaces the board entirely.
KRS will reflect the opening of proceedings and the appointment of any insupervisor or administrator. The Krajowy Rejestr Zadłużonych (KRZ) — the national insolvency register — shows the proceeding in more detail, including the relevant court file reference. Both registers should be checked together.
| Proceeding type | Board authority | Where visible |
|---|---|---|
| Postępowanie o zatwierdzenie układu (arrangement approval) | Board retains authority; supervisor's consent required for certain acts | KRZ; KRS if administrator appointed |
| Przyspieszone postępowanie układowe (accelerated arrangement) | Board retains authority with supervisor oversight | KRZ, KRS |
| Postępowanie sanacyjne (remedial proceedings) | Administrator (zarządca) takes over; board authority suspended | KRZ, KRS |
| Upadłość (bankruptcy) | Syndyk (trustee) acts; board authority ceases | KRZ, KRS |
Frequently asked questions
Is a KRS printout from the portal sufficient for a notarial transaction?
A printout from ekrs.ms.gov.pl carries an electronic certification and is accepted by Polish notaries for the purposes of verifying representation at the time of the deed. For cross-border use — submission to a foreign court or authority — the printout may require apostille or further authentication. The notary executing the deed will specify what format is required.
How quickly does KRS reflect a board change?
The entity is required to file the change within seven days of the resolution. In practice, registration by the court registry may take longer. The gap between resolution date and registration date is the period of highest risk for a third party relying on the register.
Can a foreign entity act as a signatory for a Polish company?
A foreign legal person may be a board member of a Polish company. KRS will show the entity's name and registered seat. Verifying that entity's own authority — who signs on its behalf — requires checking the foreign entity's home register. KRS does not extend to that layer.
What if the company has no registered board at all?
KRS requires a current board entry for active companies. An entry with no current board members indicates a registration deficiency. This is a material finding: the company cannot validly bind itself until the deficiency is corrected. The KRZ should also be checked for any insolvency filing.
Disclaimer: This report is a factual compilation from official registers and public sources. It is provided for informational purposes only, does not constitute legal advice, and contains no legal qualification of the facts established. KORDECKI & Partners assumes no liability for actions taken or not taken based on this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.