Abstract

The article is analyzing admissibility of joint irregular commercial proxy understood as an obligation of a proxy and a partner in a partnership or a member of the management board to act jointly. Firstly, it was accepted by the Supreme Court in its judgment of 27 April 2001. The Supreme Court underlined that this type of holding of a commercial power of attorney could be really useful. However, despite the fact that that ruling was criticized by the doctrine, joint irregular proxy has been used and registered in the National Court Register.

In the second part of the article, the author presents a resolution of the seven judges of the Supreme Court of 30 January 2015. In this resolution, the Supreme Court altered its view and finally ruled that joint irregular commercial proxy is inadmissible. The author also quotes the reasoning for this judgment.

To sum up, the author supports the view presented in the resolution of the seven judges of the Supreme Court. He highlights that joint irregular proxy does not have a legal basis in the Civil Code and the Commercial Companies Code. The Civil Code stipulates that proxy may be granted to several holders of a commercial power of attorney with an obligation to act independently or jointly. It is impossible to authorize the proxy with an obligation to act together with a natural person who is not a proxy. In author’s opinion there is a need to distinguish joint irregular commercial proxy from joint mixed representation which is allowed in the light of the Commercial Companies Code.