Power of attorney for the right to represent a legal entity. Power of attorney to represent the interests of a legal entity: validity period, how to issue it, download the form
An enterprise participates in business life through the performance of duties by its director. He can represent the organization on the basis of the order of appointment and the charter, so he does not need any powers of attorney. If the director wants to delegate his powers to a third party, then in this case a special document is drawn up - a power of attorney. Any citizen can receive a power of attorney - both employees of the organization and persons who are not employees of the enterprise.
There are several types of powers of attorney:
- General - containing the full range of powers to represent the interests of the organization in all government bodies, courts and civil law in general.
- Special - for the representative to perform certain, clearly regulated actions within a specified period (for example, for representation in the judiciary).
- One-time - to perform a certain action once.
General power of attorney to represent the interests of a legal entity
A general (general) power of attorney gives the representative rights according to the total scope of powers, therefore the list of permitted actions can be quite wide. For example, a representative may be empowered to represent the interests of society in all courts in civil, administrative and criminal cases, to enter into transactions, etc.
A general power of attorney is characterized by the fact that it does not specify the actions that can be performed by the representative. For example, it is stated that the representative has the right to file claims in arbitration courts, but it is not specified for which disputes and what kind of claims. The lack of specification gives the representative the right to perform any actions specified in the power of attorney (for example, to file any claim in any arbitration court).
Such a power of attorney can be signed by the manager or, due to the requirements of Art. 185.1 of the Civil Code of the Russian Federation, notarized. Below we will discuss in what cases it is necessary to notarize a power of attorney.
A power of attorney to represent the interests of a legal entity, properly executed, allows you to transfer to the representative the powers listed in the document. We will tell you in the article what legal acts regulate the procedure for issuing powers of attorney and what requirements are imposed on them.
Power of attorney to represent the interests of an organization (from an LLC or other company): legal aspects
According to the provisions of Article 40 of the Law “On Companies...” dated 02/08/1998 No. 14-FZ, the director is the only person who has the right, without drawing up any additional documents (powers of attorney, agency agreements, etc.) to legally represent the interests of the company ( sign orders, contracts and other documents) in relations with third parties.
However, one person cannot actually cover all aspects of the organization’s activities; therefore, he needs to transfer all or part of his powers to other entities. For a company, these are either its employees or other organizations carrying out certain types of activities (law offices, real estate companies, securities market participants, etc.).
The most common way to transfer powers to another entity is to issue a written authority (power of attorney) according to the rules of Article 185 of the Civil Code of the Russian Federation.
The transfer of powers in accordance with paragraph 4 of Article 185 of the Civil Code of the Russian Federation is also possible on the basis of a bilateral transaction. For example, within the framework of an agency agreement. In this case, the agency agreement will act as a “power of attorney”, and therefore must also meet the requirements for this document.
Let us note that the fundamental difference between the issuance of a power of attorney and the conclusion of an agreement is that the issuance of a power of attorney is a one-sided transaction, and the agreement is concluded between two parties.
Power of attorney
A mandatory requirement for a power of attorney issued by an organization is its certification (signing) by the head (it is he, according to Article 40 of Federal Law No. 14, who is authorized to execute it). At the same time, a notary visa, according to paragraph 4 of Article 185.1 of the Civil Code of the Russian Federation, is not needed for such a power of attorney, even if the transferred powers will be required in the future to carry out notarial transactions or state registration of rights to property.
Effect of power of attorney
In accordance with the requirements of Article 186 of the Civil Code of the Russian Federation, a power of attorney is legal for the period specified in it. It should be remembered that the norms of the Civil Code of the Russian Federation do not directly indicate the maximum possible period for which this document can be drawn up. However, notarial practice follows the path of limiting it to three years.
In this case, the indication of the initial period (date of issue) in the document is mandatory. Otherwise, the power of attorney is void. In turn, the organization may not indicate the validity period of the power of attorney and the last day of its legality. In this situation, according to paragraph 1 of Article 186 of the Civil Code of the Russian Federation, it is assumed that this document is valid for one year.
It is important for practitioners to remember that a power of attorney can be terminated before the end of the period specified in it. Termination of an LLC’s power of attorney to represent interests occurs upon the occurrence of circumstances that are listed in Article 188 of the Civil Code of the Russian Federation. In relation to the organization this is:
- cancellation of the power of attorney by the organization itself (performed in the same form as the power of attorney itself);
- refusal of a person who is a representative to represent the interests of the company;
- liquidation (reorganization) or bankruptcy of the company whose interests are represented.
Types of powers of attorney. General (general for all powers) and one-time powers of attorney. Retrust
In legal practice, powers of attorney are usually divided into three types:
- general powers of attorney to represent the interests of a legal entity;
- special;
- one-time
A general power of attorney is a general power of attorney to represent the interests of a legal entity, implying the transfer of all rights the organization has. Accordingly, the person representing interests under such a power of attorney can perform any actions in relations with third parties that the organization itself has the right to perform, for example: enter into various transactions, defend the company’s position in negotiations, in the courts, the tax inspectorate and other state and municipal bodies.
A special power of attorney, in contrast to a general power of attorney from an organization to represent interests, involves the assignment of only certain powers to the representative for a certain period of time. For example, only to protect interests in the tax office or court.
A one-time power of attorney gives the principal the right to perform a single legally significant action. For example, to receive a specific parcel or correspondence for an organization.
Features of a special power of attorney
The provisions of the Civil Code of the Russian Federation contain only an indication of the general requirements that a power of attorney must comply with. At the same time, the legislation does not approve any unified forms of such documents, for example, the form of a general power of attorney from an LLC for all powers. However, there may be exceptions to this rule, in particular, a power of attorney to receive material assets, which is issued by the organization to employees in the M-2 form. This form was approved by the Decree of the State Statistics Committee of the Russian Federation “On approval...” dated October 30, 1997 No. 71a. Its use is currently not mandatory.
Retrust
Particular attention should be paid to the issue of allowing the representative to transfer all or part of the acquired powers to third parties. As a rule, a power of attorney issued by an organization contains a prohibition on such actions. However, a representative (especially if it is a legal entity) may often need to transfer part of the powers to a specific citizen (employee) or relevant specialist. Therefore, in such cases it is reasonable to indicate a restriction on sub-reliance, but not its complete prohibition.
It should also be remembered that the issuance of a power of attorney does not deprive the organization of the right to carry out the actions indicated in it. Accordingly, an organization has the right to issue several powers of attorney, including those with the same scope of powers. In this case, the rule of Article 185 of the Civil Code of the Russian Federation will apply, stating that each representative has the right to represent the interests of the organization independently.
If necessary, in order to protect the interests of the organization, powers of attorney may indicate to several persons that representatives have the right to exercise all powers only jointly.
Sample power of attorney to represent the interests of a legal entity
When drawing up a general power of attorney from an LLC for all powers or some of them, practitioners are guided by generally accepted rules of legislative technology. The document is executed on a standard A4 sheet (this can be either a letterhead or a regular sheet). There are no special requirements for writing the text, so it is usually done in typewritten form.
As for the content, it must indicate:
- Name of the document, place and date of issue of the power of attorney (in words).
- Details of the company that issued the document (TIN, OGRN, name, address, as well as details of the manager who is authorized to issue powers of attorney to represent the interests of the legal entity).
- Data of the representative (employee or other company). For a citizen's representative, initials, address and passport details are indicated. If the representative is an organization, then its details (TIN, OGRN, name, legal address).
- An indication of the transfer of powers to the representative, as well as their scope. It should be noted that in notarial practice, when issuing a general power of attorney, it is customary to scrupulously list all significant powers vested in the representative.
- Validity period of the document.
- An indication of the possibility of transfer of trust (or its prohibition).
- Signature of the representative, certified by the signature of the manager.
- Signature and seal of the company director.
As an example, you can use the following sample power of attorney from a company.
Power of attorney to represent interests- this is a document that provides for the transfer of authority to a trusted person to perform any actions. It can be issued by both an individual and a legal entity.
Execution of a power of attorney to represent interests
There is no special power of attorney form for representing interests. This document is drawn up in any form and usually contains the following details:
- Title of the document;
- place of the fiduciary action (locality) and date of issue of the document (in words). It is important to know that without a date, the power of attorney loses its force;
- data of the principal: organization (name, tax identification number, checkpoint, full name of the director or authorized person) or individual (full name, passport details, place of registration of a citizen or individual entrepreneur);
- data of the representative (full name, passport details, place of registration);
- powers of the trustee;
- validity period of the document (indicated as necessary);
- signature and transcript of the principal's signature.
Duration of the power of attorney
The validity period of this document is unlimited by the laws of the Russian Federation. If the period is not specified in the text, then the power of attorney remains valid for one year from the date of its issue (Article 186 of the Civil Code of the Russian Federation).
Power of attorney
A power of attorney to represent the interests of an organization issued by a legal entity does not require mandatory notarization. If the document was issued by an individual or individual entrepreneur, notarization is required.
Types and samples of powers of attorney for representation of interests
Power of attorney for the Compulsory Medical Insurance Fund
Gives authority to an attorney to represent interests in the Compulsory Health Insurance Fund.
A power of attorney to represent interests can be issued with or without the right of subrogation.
Sample power of attorney to represent the interests of a legal entity and an individual filled in one of three possible options.
1. One-time power of attorney
In this case, the power of attorney to represent the interests of a legal entity transfers powers regarding only one possible action. This may be the right to receive money from a bank, equipment or products from a supplier, receive material assets, sign an agreement, etc.2. Special power of attorney
This type of power of attorney to represent the interests of an individual gives the right to perform some similar, typical actions without reference to quantity. They can be connected by one result, goal, subject. For example, obtaining medical insurance, cargo from various suppliers, representation in court, and more.3. General or general power of attorney
A power of attorney to represent the interests of an individual of this type transfers from one person to another the right to use and dispose of property. Along with them, certain rights associated with the ownership of such property are transferred. For example, to exercise some rights before other persons, resolve some governing issues, etc. Such powers of attorney are often issued to the heads of branches or representative offices of large organizations, when they can perform actions on behalf of the parent company in the region assigned to them.General Power of Attorney
You won't find sample power of attorney to represent the interests of a legal entity or individual of such a type. It simply doesn't exist. But to formalize this type of power of attorney, you can use intersectoral forms of powers of attorney approved by the State Statistics Committee of Russia. Also, with some reservations, you can be guided by Instruction of the USSR Ministry of Finance No. 17 of January 14, 1967.
Such form of power of attorney for representation of interests used to transfer the right to receive material assets released on the basis of certain documentation. Other powers of attorney are drawn up arbitrarily. They simply list actions, the right to perform which are transferred to an authorized person for a certain time under certain conditions.
Sample power of attorney to represent the interests of a legal entity must necessarily reflect the following information:
TIN of the organization, legal address, name;
actual place of residence, full name of the person trusted, passport details;
signature of an authorized person or manager;
organization seal;
date of document preparation;
signature of the chief accountant, if the power of attorney regulates the issuance of material assets.
If power of attorney form for representation of interests filled out by an individual, it must display the following data:
The date on which the document comes into force;
signature of the trustee;
actual place of residence, full name of the person trusted, passport details;
actual place of residence, full name of the principal, passport details.
Each power of attorney must have a start and end date for the actions being transferred. But in total this time does not exceed three years (Article 186 of the Civil Code). It is this period that is set when the document does not indicate its validity period. In cases where the document is not dated, by law it must be declared invalid.
Types of powers of attorney issued by a legal entity
1. For social insurance fund authorities
This document is signed by an authorized person or the head of the enterprise, certifying his signature with a seal. Depending on the status of the principal, the document can be drawn up in simple written form or certified by a notary.2. For the tax office
Such a power of attorney is issued in any relationship with the tax authorities. In this case, the head of an individual or an individual entrepreneur must draw up a notarized document or one equivalent in force. Similar to the general requirements of the law, the signature must be certified by a seal, and the document is valid for no more than three years. Either party may revoke the power of attorney at any time.In addition, the document ceases to be valid when:
There has been a death, disappearance or declaration of incapacity of the trustee;
the legal entity has ceased to exist;
Refusal by a trusted person;
The principal canceled it;
The deadline has expired;
In this case, the taxpayer is obliged to inform the tax office about the termination of the power of attorney.
3. For the court and judicial authorities
This is the most common power of attorney. It can be filled out either in the form of a simple document, certified by a notary if desired. It can be issued by an individual entrepreneur, organization, or individual. It is also valid for three years.In accordance with the law, such a document must contain:
Signatures of the chief accountant and manager, seal of the organization;
the period for which the document is valid;
signature of the principal;
powers of the representative;
information relating to the representative of the legal entity;
full name and information of the legal entity;
passport details, permanent place of residence, dates of birth, full names of individuals;
in words the date of signing;
full address of the place of signing.
This is how you fill out a sample power of attorney to represent the interests of a legal entity or an individual.
A power of attorney to represent the interests of a legal entity is an authority that is issued by one person (the head of the company) to another in writing to carry out actions to protect their rights and representation before other persons. This document is valid for a certain period.
The head of the enterprise represents the legal entity and enters into any transaction on its behalf. The authority has a written simple form, signed by the director or another citizen who has the right to do so in accordance with the constituent documents.
After certification of the document by the principal, it receives legal force and becomes legitimate. A written authorization to represent the interests of a legal entity is signed by the director of this company and has the appropriate seal. If the document establishes the possibility of receiving money, then it is signed by the chief accountant of the enterprise.
The power of attorney must reflect the following points:
- designation of the enterprise;
- place of document preparation and date;
- TIN and legal address of the company;
- list of powers granted;
- goals of the principal;
- possibility of transfer of trust;
- period of validity of the authority;
- signature of the manager (principal);
- company sign (seal);
- coordinates of the person receiving the obligations (residence address, full name).
Read about the rules for drawing up a power of attorney.
Execution of a power of attorney to represent interests
The authority to represent interests is issued by a legal entity in the event that the head of the organization is personally unable to perform duties and functions to the counterparty. A document issued by a legal entity does not require notarization.
The maximum validity period of the document is three years. The agreement in question reflects the representation of the principal before other participants. The manager provides authority on behalf of the enterprise in accordance with current Russian legislation.
In judicial practice, a power of attorney from an organization cannot lose its relevance on the basis of termination of the director’s powers.
Forms and types
There is no specific form of written authority that provides the right to perform any action on behalf of a legal entity.
Therefore, there is also no specific form of power of attorney to represent the interests of a legal entity.
However, there are two identical inter-industry forms of powers of attorney to represent the interests of the organization, allowing citizens to receive valuables of a material nature sold by the supplier under a contract (order). In other cases, powers of attorney are drawn up in any form. They list the manipulations that a specific person is authorized to perform.
A legal entity can draw up documents to carry out any legal actions. Several persons can act as representatives or principals at the same time. Organizations often issue authorizations to several individuals at once. This option is used in cases where the same employees constantly perform monotonous actions (purchasing products, receiving correspondence, etc.).
A power of attorney to represent the interests of a legal entity may be as follows:
- general – makes it possible to carry out any manipulations and dispose of the principal’s property in his interests;
- special – necessary for performing similar actions;
- one-time – allows you to perform a certain action.
Depending on the content of the document, there are common types of powers of attorney:
- judicial;
- to withdraw funds;
- addressed to the chief accountant for the tax service.
Rules for reassigning a power of attorney
Other persons (directors of representative offices, deputies) have the right to formalize powers if the head of the legal entity allows for delegation.
Rights cannot be delegated to a greater extent than is indicated in the main power of attorney.
Instead of a special or one-time power of attorney, a general power of attorney cannot be issued by way of subrogation.
A power of attorney with the right of substitution is a document regulated by the Civil Code of the Russian Federation. It allows the trustee to transfer the right to perform actions on behalf of the trustee to a third party.
Common practice: a document with the right of subrogation is drawn up to receive papers in any structure or to represent interests in court. A third party may receive rights from the principal's representative in full or in part. This must be reflected in the document. The powers that are delegated are fully listed.
The power of attorney must expressly indicate the possibility of transferring powers. Otherwise, the principal's representative will not be able to transfer his rights to third parties.
Validity
It must be stated in the document.
By default, such a document is considered valid for a year from the date of execution, unless the principal has indicated otherwise in it.
If the principal's intentions are enshrined in the document, then it is valid for three years.
You can terminate your powers under an issued power of attorney at any time. The citizen who has issued a power of attorney to represent interests has this right. The document ceases to be valid when the power of attorney expires. The person to whom the power of attorney was issued may refuse it. If the legal entity that issued the power of attorney ceases to exist, the document is considered invalid. A document issued in the form of a sub-power of attorney loses its meaning when the main power of attorney expires.
It is very important that the document is dated. Otherwise, the power of attorney to represent the interests of a legal entity will be considered void.
Power of attorney
A document drawn up by an organization is certified by the seal and signature of a person who has the right to do so according to the charter.
If the power of attorney is issued by a national organization or municipal enterprise, then it must bear the signature of the chief accountant.
Notarization is not required if the authorization is issued by a legal entity.
The document must be certified by a notary if it was issued by an individual entrepreneur or individual. The general manager of a legal entity draws up a power of attorney in accordance with the general rules. It is printed on letterhead or written by hand. The basic rule is the director’s signature and blue stamp on the document.
