Authorized representative: legal basis for acting in the interests of a legal entity

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

The current legislation divides the concept of a representative into legal and authorized. If we consider the terms within the framework of the actions of legal entities, then:

• A legal representative is a person who can represent the interests of an enterprise on the basis of the law or constituent documents, in other words, a director or other person indicated in local documents, who has the right to act without a power of attorney.
• Authorized representative - a person, as a rule, an employee who has the right to act in the interests of the enterprise solely on the basis of a power of attorney, or another legal entity. To confirm the authority from an individual, you will have to issue a power of attorney with a notary.

Types and features of powers of attorney from legal entities

General rules for drawing up powers of attorney are regulated by the Civil Code. So, according to the general rules, the power of attorney must be drawn up in writing. The power of attorney must meet two basic requirements:

• be certified by the signature of the head of the enterprise (legal representative) andseal (despite the abolition of seals at the legislative level, in practice, documents without them are not accepted and are not used in business circulation);
• contain the date of issue, otherwise the power of attorney may be invalidated.

Types of powers of attorney provided for by business transactions

• One-time, to perform certain actions, for example, submitting a report to the fiscal authority or signing a specific contract.
• Special, for certain actions, for example, within the framework of a specific agreement to receive certain material values.
• A general power of attorney for an authorized representative is a consent to perform various legally significant actions for a certain period of time.

The notarized form of a power of attorney is provided not only for individuals and individual entrepreneurs, but also in cases where the transaction is made in a notarial form between legal entities, that is, the powers must be confirmed in the same form as the contract is concluded.

Rights of a legal entity when issuing a power of attorney

The legal representative of a legal entity has the right to revoke a previously issued power of attorney at any time. The power of attorney is also terminated in a number of other cases:

• if it expired;
• legal entity ceased operations;
• termination of relations between legal entities or between an enterprise and an individual.

NoneThere are no requirements for drawing up a power of attorney on the company's letterhead, so it can be drawn up on a regular A4 sheet.

Power of attorney validity period

In the power of attorney for an authorized representative, it is recommended to indicate the validity period of the document. If the period is not specified, then by default the document is considered valid for 1 year from the date of issue. In practice, powers of attorney are not issued for more than 3 years.

Content of power of attorney

At the beginning of the document, information about the legal entity that acts as the principal and trusted legal entity should be displayed. It should display the organizational and legal form of enterprises, their OGRN. If the authorized representative is an individual, it is recommended to write down his passport details and full name. The date and place of issue of the document are indicated.

The rights of an authorized representative - this is perhaps the information that requires the most careful study. If a general power of attorney is issued, then, as a rule, the powers are described in general phrases, without specifics, for example:

• "has the right to manage real estate located at the address …, except for the conclusion of transactions for the alienation of such property";
• "has the right to represent the interests of the enterprise … in all municipal and tax authorities, to be a representative at enterprises of any form of ownership."

In the case of issuing a one-time power of attorney, it will be necessary to clearly state whichactions can be carried out by an authorized representative, for example:

• "The full name has the right to submit a report in the form … to the tax authority at the address … for the 4th quarter of the current year."
• "The full name has the right to sign the contract No. _ from" _ "_, with the simultaneous signing of the certificate of completion."

If the contract is signed not by the head of the enterprise, but by one of the parties, then it is better to indicate in the header that the contract is signed by the Customer or the Contractor in the person of an authorized representative - last name, initials, details of the power of attorney.

Special power of attorney involves a description of a specific list of materials, its quantity, which can be received under this document by an authorized person.

Further in the text of the power of attorney, it is recommended to submit a sample signature of the authorized person. Then the position of the head of the enterprise, signature and full name are indicated.

In some cases, especially if the trustee has broad powers, it is recommended to indicate that he does not have the right to delegate his powers to a third party.