Abstract

The commercial proxy is used in legal transactions in Poland to relieve members of the management board of shareholding companies or partners in partnerships in representing the company in the judicial or extrajudicial proceedings related to their business activities. In market practice, attempts may be perceived to represent the company by commercial proxies inter alia in registration proceedings. However, it happens that the registration courts deny a commercial proxy the possibility of representing a company in cases for making an entry in the register, invoking his lack of authorization.

In the article, the author describes the essence and scope of commercial proxy, presents the nature of the registration procedure and also assesses whether the actions taken under these proceedings fall within the scope of authorization of the commercial proxy. In particular, according to the author, an application for making an entry in the business register belongs to the catalogue of actions connected with the conduct of the principal’s business. The arguments presented in the legal doctrine and jurisprudence in favour of an interpretation limiting the authorization of a commercial proxy in registration procedure seem to be incorrect, as such a connection of a juridical act with the conduct of the principal’s business must be understood as broadly as possible. Therefore, de lege lata, a commercial proxy indeed may represent an entrepreneur before a registration court.