Authorized signatory / procuration

The power of attorney is a large-scale right of representation expressly granted in a commercial trade (§§ 48-53 HGB).

Scope of power of attorney

The authorized signatory can carry out all ordinary and extraordinary transactions and legal acts that can occur in a commercial trade.

He can z. B. Accept bills of exchange, take out or terminate loans, enter into guarantees, hire and fire personnel, grant power of attorney, relocate the company headquarters, change the line of business of the company.

However, the authorized signatory may not undertake any legal acts that affect the essential interests of the company, i.e. not:

  • dissolve the business
  • sell the business
  • Grant or transfer power of attorney
  • Filing for bankruptcy / settlement
  • Admit partners (with the exception of a silent partner)
  • Sign inventory or balance sheet
  • Selling or encumbering land, unless he is expressly authorized to do so
  • delete the company

Granting power of attorney

The power of attorney can only be given by express (oral or written) declaration. As with the usual power of attorney, business partners are usually notified of the issue by circular letter. The granting of the power of attorney must be registered with the commercial register; the district court can enforce the entry by means of administrative penalties.

The authorized signatory signs by adding “per prokura” to the company. It is common to put "pp." Or "ppa." In front of the name of the authorized signatory or the company.

Types of power of attorney

Single power of attorney - The individual authorized signatory is authorized to exercise sole power of attorney. So it is mostly take in small and medium sized ones.

Branch power of attorney - It is limited to a branch.

General power of attorney - Two or more persons may only exercise the power of representation together. In the case of stock corporations, the authorized signatory usually signs together with a board member or a second authorized signatory.

A notice: Any further restriction of the power of attorney is only possible internally, but it is ineffective against third parties.

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