A power of attorney governs who may act on behalf of a Polish entity or individual. For a foreign buyer or lender, it determines whether the person who signed the transaction document had authority to bind the principal — and whether that authority still exists.
- What the sources show
- Notarially authenticated powers of attorney recorded in a notarial deed: retrievable through the notary who executed the deed or through the Central Repository of Notarial Deeds (Centralne Repozytorium Elektronicznych Wypisów Aktów Notarialnych, CREWAN). Source: CREWAN · verified 30.06.2026
- Corporate authority
- Representation rules and prokura (commercial power of attorney) registered in the National Court Register (Krajowy Rejestr Sądowy, KRS): publicly searchable at ekrs.ms.gov.pl. Source: KRS · verified 30.06.2026
- Condition of access
- KRS data is publicly accessible without registration. CREWAN access for third parties requires a statement of legitimate interest and is intermediated through a notary.
- What the sources do not show
- Private (non-notarial) powers of attorney, revocations not yet filed, and sub-delegations outside the KRS entry are not visible in any central register.
What a power of attorney means for collateral
When a Polish asset is offered as collateral, the pledge or mortgage instrument must be executed by someone with authority. If the signatory acted under a power of attorney, the validity of the security depends on the validity and scope of that instrument. A lender or buyer who does not verify the chain of authority before completion carries an unquantified risk.
Polish law distinguishes three authority structures that appear in collateral transactions. Each has a different verification path.
| Authority type | Polish term | Where it is registered | Publicly searchable |
|---|---|---|---|
| Statutory representation (directors, board) | Reprezentacja ustawowa | KRS | Yes — ekrs.ms.gov.pl |
| Commercial power of attorney | Prokura | KRS | Yes — ekrs.ms.gov.pl |
| Notarial power of attorney | Pełnomocnictwo notarialne | CREWAN (notary-intermediated) | No — requires legitimate interest |
| Private written power of attorney | Pełnomocnictwo pisemne | No central register | No |
Statutory representation and prokura: what KRS discloses
The KRS entry for a Polish company states who may represent it and under what conditions — sole signature, joint signature, or signature combined with a prokurent. It records each prokurent by name and specifies whether the prokura is individual, joint, or branch-limited.
KRS entries are updated by filing. A change of board or revocation of prokura takes legal effect upon registration. Between the corporate resolution and the registration date, a gap exists. Verification requires checking both the current KRS printout and the filing date of the most recent change.
An official KRS printout (odpis aktualny) carries an electronic seal and states the date of generation. This is the document used in collateral files to evidence authority at a specific moment.
Notarial powers of attorney: CREWAN and the notarial path
A notarial power of attorney in Poland is executed before a notary and stored in CREWAN. The repository allows a notary to verify whether a given deed exists and whether a revocation has been filed. Third-party access — including a foreign lender's counsel — is not direct. It requires engaging a Polish notary who submits a query on the requester's behalf, together with a declaration of legitimate interest.
The key limitation: CREWAN records notarial instruments. It does not record whether the principal subsequently became incapacitated, entered insolvency, or was subject to a court-ordered restriction that would suspend the power of attorney by operation of law.
Private written powers of attorney
Polish law permits powers of attorney in private written form for many acts. No central register exists for these instruments. Verification relies on the document itself: its date, the signature, the scope of authority granted, and any attached evidence of the principal's identity.
In a collateral context, a private written power of attorney used to execute a mortgage or registered pledge creates a verification gap. The instrument cannot be cross-checked against any registry. Lenders and buyers routinely require notarial form for this reason.
Insolvency and restriction: the cross-register check
A power of attorney granted by a natural person is suspended by operation of law upon that person's declaration of insolvency. The Krajowy Rejestr Zadłużonych (KRZ) — the national insolvency and debt register — records restructuring and bankruptcy proceedings. A power of attorney granted before an insolvency filing may be ineffective for acts performed after the filing date.
For corporate principals, KRS records court-ordered restrictions on management authority. These appear in the KRS entry and must be read alongside the authority section.
The limit of what the sources allow
KRS discloses registered authority as of the printout date. It does not show what happened between a corporate resolution and its registration, nor does it show authority granted outside the company's own representation rules. CREWAN confirms that a notarial deed exists and whether a notarial revocation was filed; it does not confirm that the power of attorney remains effective under all applicable law.
No Polish register consolidates all authority instruments granted by a single principal. A private written power of attorney, a foreign-law power of attorney, and an authority arising from a shareholders' agreement are each outside the registry perimeter. Verification of these instruments requires document review, not registry search.
Where a signatory acted under a chain of delegation — for example, an agent authorised by a prokurent who was authorised by the board — each link in the chain requires separate verification. The chain is not visible as a single registry record.
Where the sources disagree
The most common discrepancy: a KRS entry shows a prokurent as active, but the company's internal records show the prokura was revoked by board resolution before the transaction date. KRS registration of the revocation may lag the resolution by days or weeks. The KRS printout date and the resolution date are both material to the collateral file.
A second discrepancy arises when a notarial power of attorney is revoked by private written instrument. CREWAN records only notarial revocations. A private revocation is legally valid in some circumstances but is invisible to the registry. The counterparty who relied on the notarial instrument in good faith may be protected — but that protection depends on facts outside the registry.
What the verification covers
A factual verification of a power of attorney in a Polish collateral transaction covers the following steps. Each step identifies a source, a retrieval date, and a stated limit of what that source shows.
| Step | Source | What it establishes | What it does not establish |
|---|---|---|---|
| Current KRS printout | ekrs.ms.gov.pl | Registered representation rules; active prokura holders; filing date of last change | Resolutions not yet registered; authority outside KRS scope |
| CREWAN query (via notary) | CREWAN | Existence of notarial deed; notarial revocations filed | Private revocations; legal suspension by operation of law |
| KRZ check — principal | krz.ms.gov.pl | Insolvency or restructuring proceedings against the principal | Foreign proceedings not mirrored in KRZ |
| KRS check — principal entity | ekrs.ms.gov.pl | Court-ordered restrictions on management; dissolution proceedings | Informal restrictions; shareholders' agreement limitations |
| Document review | The instrument itself | Scope of authority granted; duration; sub-delegation permissions | Authenticity of principal's signature without notarial authentication |
Frequently asked questions
Does a KRS printout prove that a signatory had authority on the transaction date?
A KRS printout states the registered position as of the printout date. If the printout was generated after the transaction, it shows the current state, not the state at the moment of signing. A printout generated on or before the transaction date, combined with the filing history, is the relevant document for a collateral file.
Can a foreign lender access CREWAN directly?
No. CREWAN queries by third parties are submitted through a Polish notary who presents a declaration of legitimate interest. The notary confirms what the repository shows; the lender receives the notary's certificate, not direct repository access.
What happens if the power of attorney was granted in a foreign jurisdiction?
A foreign power of attorney used in a Polish transaction is not recorded in any Polish registry. Its validity is assessed against the law of the jurisdiction where it was granted and Polish private international law rules. Registry verification does not cover foreign instruments; document review does.
Is prokura sufficient authority to grant a mortgage?
Polish law limits prokura. A prokurent may not, by default, dispose of real property or encumber it with a mortgage without an express extension of the prokura to that act. The KRS entry states whether such an extension exists. This is a factual check, not a legal qualification.
How is this report different from a legal opinion on authority?
This report establishes what the registers show and where the registers stop. It names each source, each retrieval date, and each gap. It does not qualify whether the authority was valid or whether the transaction is enforceable. That qualification is the function of a legal opinion, not a factual report.
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.