What are the permanent powers

stand-inPowers of attorney in companies

The power of attorney is granted by the legal representative and must be entered in the commercial register. Associated with this is the authorization to conduct all judicial and extrajudicial legal transactions of the company, including those outside the industry. The following are excluded from the scope of action:

  • Business dissolution
  • Sale of land
  • Admission of new shareholders
  • Signing of the company balance sheet

The power of attorney is permitted in the form of individual power of attorney and total power of attorney. This means that representation is only possible together with a managing director and / or other authorized signatory. A branch power of attorney is also possible. This means that the power of attorney is restricted to a single branch. Further restrictions on the power of attorney are not possible. But: This only applies to so-called external relationships, i.e. to third parties, so that they can rely on the corresponding entry in the commercial register.

Internal restrictions are permissible and widespread. Just think of the many “titular authorized signatories” for whom this position designation means more internal “recognition” than a power of attorney under commercial law. Caution is required here, because: If this authorized officer obliges the company to do more than he is allowed to do internally, he is personally liable to the company in case of doubt. An example: His signature on a delivery contract and the acceptance of the goods are legally valid vis-à-vis the partner, but he is not authorized to make decisions internally. A GmbH could therefore hold him liable in the event of damage.

A further restriction in the internal relationship also applies exceptionally to third parties (in the external relationship) if they are aware of the existing restriction.