Proxy
Prokura is a comprehensive commercial power of attorney with a scope defined by law. It authorizes almost all types of judicial and extrajudicial transactions and legal acts involved in the operation of a business and therefore essentially covers legal transactions that arise in the ordinary course of business. The proxy may perform legal acts vis-à-vis third parties that directly create rights and obligations for the business owner. Conversely, the business owner can generally rely on the fact that the transaction or contract is binding on the business owner.
The business owner must file the granted power of attorney for entry in the commercial register. No specific formal requirements apply. The statutory scope of the power of attorney may not be restricted vis-à-vis third parties in any respect—whether in terms of subject matter, person, time, geography, or otherwise. However, in the event of a breach of internal instructions, the proxy is liable to pay damages to the principal.
Individual and General Power of Attorney
Individual power of attorney exists when the authorized person has the authority to act alone. Joint power of attorney, however, does not confer the authority to act alone. Rather, a joint authorized signatory may act only jointly with one or more others. If a joint authorized signatory makes a declaration alone, they lack the authority to represent the company. A declaration by a joint authorized signatory may not be relied upon if it contradicts the registered restrictions.
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