An authorised representative acts on behalf of a principal — a company, fund, or individual — without holding ownership. In cross-border transactions, the collateral question is not whether authority exists in the abstract, but what the sources actually confirm: the scope, the current status, and any encumbrances the principal has already granted against the same asset. These three elements are verifiable from official registers. The ceiling of what those registers allow is stated before any engagement begins.
- What the sources show
- The existence of a mandate, its registered scope, and the identity of the principal. Source: KRS (Krajowy Rejestr Sądowy) · verified 2026-06-29
- Condition of access
- KRS search is public and does not require registration. A formal certified extract carries a fee set by the Ministry of Justice tariff.
- What the sources do not show
- Sub-mandates granted outside the register, oral instructions, and internal board resolutions not filed with the court registry.
- Encumbrance layer
- Charges, pledges, and restrictions on assets held by the principal are recorded in separate registers — KRS does not consolidate them in a single view.
What the principal register shows
KRS records the legal form, seat, and registered representatives of every entity required to register in Poland. For a company, the entry names each member of the management board, specifies whether they act jointly or severally, and records any limitations imposed by the articles of association that have been filed. This is the primary layer a lender or buyer reads when verifying who may bind the principal in a transaction.
The register is current to the last filed change. A gap exists between the date a corporate decision is taken and the date the corresponding entry is updated. That gap is a structural feature of the system, not an anomaly. KRS also records pending proceedings — restructuring, bankruptcy petitions — where filed. An absence of such a record does not confirm an absence of proceedings commenced but not yet entered.
Scope and limits of the mandate
Polish law distinguishes between statutory representation (zarząd) recorded in KRS and contractual procuration (prokura) also recorded there, and ordinary powers of attorney (pełnomocnictwa) which are not registered centrally. A foreign lender relying on a power of attorney presented outside the register cannot verify its current status from any single official source. The document may have been revoked. The principal may have entered insolvency. Neither event automatically appears in the document itself.
Prokura — a registered commercial power of attorney — appears in KRS by name, type (individual, joint, branch-limited), and date of grant. Its revocation is also registrable. The search establishes whether the entry is active at the date of retrieval. It does not establish what the holder has done under that authority before the search date.
| Type of authority | Register | What is recorded | What is not recorded |
|---|---|---|---|
| Board representation (zarząd) | KRS | Names, joint/several rule, filing date | Internal resolutions not filed; board decisions not yet entered |
| Commercial procuration (prokura) | KRS | Holder name, type, grant and revocation dates | Acts performed under the prokura before revocation |
| Ordinary power of attorney (pełnomocnictwo) | Not centrally registered | — | Current status, scope, revocation |
| Statutory agent (kurator, likwidator) | KRS (if appointed by court) | Name, date of appointment | Scope of instructions from the appointing court |
The collateral layer: encumbrances on the principal's assets
Verifying authority is only one layer. For a lender, the second layer is whether the principal has already encumbered the asset that secures the transaction. In Poland, that verification runs across several separate registers depending on asset type.
Real property charges are recorded in land and mortgage registers (księgi wieczyste), maintained by district courts and searchable by plot number or book number via the Ministry of Justice portal. Registered pledges on movables and receivables appear in the Rejestr Zastawów, maintained by the National Court Register. A search of KRS alone does not reveal either. The absence of a charge in one register does not confirm the asset is unencumbered across all registers.
| Asset type | Register | What a search returns | Access condition |
|---|---|---|---|
| Real property | Księgi wieczyste (EKW portal) | Mortgage entries, restrictions, owner of record, area | Book number required; portal is public |
| Movables and receivables | Rejestr Zastawów (KRS system) | Pledgee, pledgor, object description, registration date | Public search by pledgor NIP or name |
| Intellectual property (trademarks, patents) | Urząd Patentowy RP (UPRP) | Owner of record, licences entered, status | Public search; registered licences only |
| Insolvency / restructuring | Krajowy Rejestr Zadłużonych (KRZ) | Filed proceedings, appointed administrator, status | Public portal; search by NIP or name |
Where the sources disagree
The land register and KRS operate on independent update cycles. A company may be shown as active in KRS while dissolution proceedings have been opened and not yet entered. A property may show a clean mortgage section in EKW while a pledge on the rental income stream from that property is registered in the Rejestr Zastawów — the two registers do not cross-reference. A discrepancy between the entity status shown in KRS and the status shown in KRZ is itself a material finding, not a data error to be disregarded.
The limit of what the sources allow
The registers confirm what has been filed and entered. They do not confirm what has happened but not yet been registered. Three specific gaps are structurally unavoidable. First, the lag between a corporate event — a board change, a revocation of prokura — and the corresponding KRS entry. Second, ordinary powers of attorney, which are not registered and whose revocation leaves no public trace. Third, charges created under foreign law on assets held in Poland, which may not appear in any Polish register if the governing law of the charge is foreign.
The Rejestr Zastawów covers registered pledges under Polish law. A security interest governed by English law or New York law over a Polish receivable may not appear there. A lender relying solely on a Polish register search for an asset with cross-border financing history is reading an incomplete picture. The report identifies which registers were searched, what each returned, and where the chain of verification ends.
Negative results in KRZ do not guarantee the absence of a filed insolvency petition. The register records proceedings after formal opening, not at the moment of filing. The gap between filing and registration is a known feature of the system.
Frequently asked questions
Can a foreign lender search KRS directly?
KRS is publicly accessible without registration. The portal returns entries in Polish. A certified extract with apostille requires a formal application and carries a fee set by the Ministry of Justice tariff. The path — identifying the correct entity number (KRS number or NIP), navigating the Polish-language interface, and obtaining a certified document — is the service being provided, not access to a closed database.
Does a clean KRS entry confirm the representative has authority to encumber the asset?
KRS confirms the registered scope of representation. Whether that scope covers the specific transaction — encumbering a particular asset — depends on the articles of association and any internal resolutions. Articles are filed with KRS and retrievable. Internal resolutions authorising a specific act are not always filed. The report retrieves and translates the filed documents; it does not supply a legal opinion on sufficiency of authority.
What if the asset is held by a foreign entity acting through a Polish representative?
A foreign entity is not registered in KRS unless it operates through a registered branch (oddział). The representative's authority in that case derives from the foreign entity's home-jurisdiction register and any power of attorney. The Polish registers show the branch entry, if one exists, and any encumbrances on Polish-situated assets. Verification of the principal's capacity requires a parallel search in the home jurisdiction.
How current is the register information?
KRS entries reflect the last filed and processed change. The portal displays the date of the most recent entry. There is no real-time feed. The report records the exact retrieval date and flags any pending proceedings shown as of that date.
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.