General power of attorney to represent the interests of the organization. Power of Attorney to represent the interests of a legal entity: Sample document and recommendations for execution
Realization of economic, property and other interests of citizens and enterprises can be carried out through representation. If the organization decides to issue a written authorization to conduct its affairs, it will be necessary to issue a power of attorney to represent the interests of the legal entity.
The general rules for issuing and issuing a power of attorney are regulated by Art. 185 of the Civil Code of the Russian Federation. This document must be issued in writing and define an exhaustive list of powers that the trustee has the right to exercise.
Enterprises have the right to issue a power of attorney for the following entities:
- For citizens who are not related to this company;
- For your employees;
- For other legal entities.
Note! The trustee has the right to carry out all actions in the interests and on behalf of the enterprise. Any result that is achieved in the process of using the power of attorney will belong to the legal entity.
The decision to issue a power of attorney is made by the governing bodies (as a rule, the sole manager). To draw up this document, you must obtain the consent of the person who is given the right to represent the interests of the enterprise. At the same time, the authorized person may not participate in the preparation and certification of the power of attorney, since his signature in this form is not a mandatory attribute.
A sample power of attorney to represent the interests of a legal entity can be found on our website. It makes sense to familiarize yourself with the recommendations for compiling this form, since in most cases it will have to be produced without the participation of a notary.
The mandatory elements of the content of the power of attorney include:
- Full attributes of the legal entity and management body acting on behalf of the enterprise;
- Comprehensive data on the authorized person;
- Date and place of drawing up the form;
- A detailed list of powers to be performed by proxy;
- Signature and seal of the person who issued the document (if notarization is required, the full attributes of the notary are additionally indicated);
- The validity period of the document;
- The presence or absence of the right to substitution.
The execution of powers under the power of attorney is carried out free of charge, since by its nature this document does not apply to transactions. If a power of attorney is issued in the process of executing an order transaction, the amount of remuneration may be provided by the parties in the content of the contract.
Note! A written authorization may be withdrawn at any time without the consent of the trustee. In this case, the obligation to notify the termination of the power of attorney lies with the person who issued it.
Do I need to notarize
Legal entities have sufficient legal capacity to independently draw up and certify powers of attorney. To do this, the content of the document is certified by the seal and signature of the official who is granted such a right by the constituent documents.
However, the Civil Code provides for cases where even a power of attorney of organizations requires notarization:
- If actions are carried out that provide for state registration of rights (for example, transactions with real estate objects);
- If measures are envisaged aimed at disposing of the rights recorded in state registers.
For notarization of a written authorization, the presence of the head of the enterprise, who is granted the right to issue a power of attorney to third parties, is required. The procedure for certifying a document by a notary involves making an entry in the register of a notary's office.
General
The general nature of the power of attorney provides for the exercise of any powers in the interests of a legal entity. According to the legal content, the following powers can be introduced into the text of such a document:
- Representation in all institutions and organizations;
- Submission and receipt of any types of documentation;
- Signature on legally significant statements, complaints, appeals, etc.;
- Other types of powers that do not contradict the current legislation.
Note! Various types of legal relationship may require special mention of powers in a power of attorney so that they can be exercised by a trustee. For example, in a lawsuit, such powers would be the right to waive claims or receive money awarded by a court decision.
The general power of attorney has a second name - “general”, which properly reflects its essence. Having such a document, the trustee actually acquires the powers of the head of the legal entity. Since a general power of attorney authorizes to perform absolutely all legally significant actions and decisions (including the disposal of real estate), it must be notarized.
In government agencies and tax
To perform legally significant actions in state institutions and tax authorities, a written authorization with a limited list of powers may be issued. As a rule, such documents are issued for representation on the following issues:
- Submission of official documentation (application for a license, reporting);
- Current interaction in the performance of official procedures by state and tax authorities (inspections, consideration of complaints and appeals, etc.);
- Actions and decisions when applying for public services and obtaining their result.
Note! The more detailed each authority is formulated in the form of a power of attorney, the less grounds there will be for refusing to perform actions. Government and tax authorities use any formal error in this document to their advantage.
This type of document does not require notarization, except in cases where the Rosreestr bodies authorized to register rights and transactions with real estate act as a state institution.
In the traffic police
This category of power of attorney is one of the simplest legal constructions, since to describe the actions performed, it is enough to indicate the general nature of the powers. However, for the implementation of certain procedures and activities, it is advisable to indicate specific powers:
- Registration of a vehicle purchased by an enterprise;
- Registration and removal of cars on the account;
- Settlement of disputes involving employees of the organization.
The specified form does not provide for notarization, it is drawn up in a simple written form and certified by the head of the company.
To court
One of the most common types of powers of attorney is a document giving the right to represent the interests of the enterprise in judicial institutions. Legal entities issue such powers of attorney both to staff members and to third parties qualified in the courts.
Note! In some systems of legal proceedings (for example, cases of administrative offenses), not every person can act as a representative, but professional defenders or company officials.
In court powers of attorney, it is necessary to separately stipulate special powers, among them:
- The right to appeal against a court decision;
- The right to fully or partially withdraw the claim;
- The right to conclude a settlement agreement, and many others.
Due to the universal nature of a power of attorney, it can be presented in a court case in the form of a certified copy, while the original will always be with the representative or principal. The execution of such a power of attorney can be dispensed with without the participation of a notary, a signature and seal of the head of the legal entity is sufficient.
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A power of attorney to represent the interests of a legal entity is an authorization that is issued by one person (the head of the company) to another in writing to take actions to protect their rights and represent them before other persons. This document is valid for a specified period.
The head of the enterprise represents a legal entity and concludes a transaction on its behalf. The authorization 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 the document is certified 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 fixes the possibility of receiving money, then it is signed by the chief accountant of the enterprise.
The power of attorney should include the following:
- company designation;
- the place where the document was drawn up and the date;
- TIN and legal address of the company;
- list of granted powers;
- the goals of the trustee;
- possibility of redistribution;
- period of validity of authority;
- signature of the head (principal);
- company sign (seal);
- coordinates of the person receiving obligations (address of residence, full name).
Read about the rules for drawing up a power of attorney.
Drawing up 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 personally cannot perform duties and functions to the counterparty. A document issued by a legal entity does not need to be notarized.
The maximum validity of the document is three years. The contract in question reflects the representation of the principal before other participants. The head grants powers on behalf of the enterprise in accordance with the current Russian legislation.
In judicial practice, a power of attorney from an organization cannot lose its relevance on the basis of the termination of the director's powers.
Forms and types
There is no specific form of written authority that would grant 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 intersectoral forms of powers of attorney to represent the interests of the organization, allowing citizens to receive material values released by the supplier under a contract (order). In other cases, powers of attorney are drawn up in any form. They list the manipulations for which a particular person is authorized.
A legal entity can draw up documents for the implementation of 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 the same 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 property of the principal in his interests;
- special - necessary to perform the same type of action;
- 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;
- in the name of the chief accountant for the tax service.
Power of attorney rules
Other persons (directors of representative offices, deputies) have the right to issue powers if the head of the legal entity allows substitution.
Rights cannot be delegated to a greater extent than 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 substitution.
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 act on behalf of the trustee to a third party.
Common practice: a document with the right of substitution is issued to receive papers in any structure or to represent interests in court. A third party may obtain rights from the representative of the principal in full or in part. This must be reflected in the document. The powers to be delegated are fully enumerated.
The power of attorney must expressly indicate the possibility of delegation of authority. Otherwise, the representative of the principal will not be able to transfer his rights to third parties.
Validity
The document must be written.
By default, such a paper is considered valid for a year from the date of registration, unless the principal indicated otherwise in it.
If the intentions of the principal are fixed in the document, then it is valid for three years.
You can terminate your power of attorney at any time. The citizen who issued the power of attorney to represent interests has this right. The document ceases to be valid when the power of attorney has expired. The person to whom the power of attorney has been issued may revoke it. If the legal entity that issued the power of attorney has ceased to exist, then the document is considered invalid. The document issued in the form of substitution loses its meaning when the main power of attorney expires.
It is very important that the date is stamped on the document. Otherwise, the power of attorney to represent the interests of a legal entity will be considered void.
Power of Attorney
The document drawn up by the organization is certified by the seal and signature of the person who has the right to do so under the charter.
If the power of attorney is issued by a national organization or a municipal enterprise, then it must be signed by 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 is issued by an individual entrepreneur or individual. The power of attorney for the general head of a legal entity is drawn up in accordance with the general rules. It is printed on letterhead or handwritten. The basic rule is the signature of the director and a blue stamp on the document.
Types and samples of powers of attorney to represent interests
A power of attorney for the right to represent interests is a written order by which the principal transfers his own powers to the representative. In this article you will find a power of attorney to represent the interests of a legal entity (sample) along with the procedure for issuing and revoking this document.
Transfer of powers of the head
A legal entity participates in civil, tax and public relations through an approved manager. It acts only on the basis of the charter or the order of appointment, but if it is required to transfer some rights of the director to the representative, a special document is drawn up for this.
The representative of the company does not have to be its employee, but this rule has been in effect not so long ago. Until 2012, the Instruction of the Ministry of Finance of the USSR dated 01/14/1967 No. 17 prohibited the issuance of powers of attorney to persons not working in this organization. Now the Instruction has been canceled along with this requirement, so any citizen has the right to be a representative of an LLC.
The Civil Code does not separate powers of attorney by type, but in business they are still distinguished:
- General or general - issued for the widest possible range of rights, does not specify the types of transactions or third parties before which the representative has the right to act on behalf of the principal.
- Special - gives the right to perform an unlimited number of similar actions or transactions (for example, to represent the interests of an enterprise only in judicial or tax authorities).
- One-time - for the completion of one specific transaction or action (for example, for a one-time receipt of goods from a supplier).
The legal grounds for the transfer of powers are specified in articles 185-189 of the Civil Code of the Russian Federation. The text of the power of attorney to represent the interests of a legal entity must contain the following information:
- full name and organizational and legal form of the principal (LLC, JSC);
- date of issue (in its absence, the document is invalidated);
- validity period (if it is not specified, then the document is valid for one year from the date of compilation);
- TIN, KPP, OGRN codes of the organization;
- full name of the leader;
- full name and passport details of the representative;
- a detailed description of the transferred rights;
- sample signature of the representative;
- signature of the head or other authorized person.
Additionally, you can specify the condition on the right of substitution and the procedure for exercising powers, if there are several such persons.
The general power of attorney to represent the interests of a legal entity conveys the total scope of powers, therefore they are described in general terms, without specifying, for example, as follows:
- manage and dispose of the property of the company, with the exception of transactions that are within the competence of the general meeting of participants;
- represent the company in all state and municipal bodies, institutions, organizations, in organizations of any organizational and legal forms and forms of ownership and in front of any individuals;
- conduct in the interests and on behalf of society any administrative and civil cases in all judicial bodies with all procedural rights and actions;
- send and receive any incoming and outgoing correspondence on behalf and in the interests of the principal;
- dispose of cash and non-cash funds of LLC;
- perform any other legal and factual actions not expressly specified in order to fulfill this assignment.
A power of attorney to represent the interests of a legal entity (general) is drawn up in writing and certified by the signature of the director. The seal of an LLC is no longer recognized as a mandatory attribute of certification of business papers, but in practice it continues to be used.
But, there are a number of situations when the transfer of authority is formalized by a notary. All of them are listed in Article 185.1 of the Civil Code of the Russian Federation:
- transactions for which the law provides for a notarial form;
- filing applications for state registration of rights or transactions;
- disposal of rights registered in state registers.
Thus, if transactions or actions not included in this list are performed under a general power of attorney, then a simple written form is sufficient.
Does the power of attorney terminate after the director's dismissal?
A common situation is that the former head is fired, and the new director is not even aware that the interests of the company continue to be represented by unknown persons. It is important to know that the power of attorney does not automatically terminate with the dismissal or death of the director. The fact is that the head issued the document not on his own behalf, but on behalf of a legal entity that continues to operate.
All the grounds for terminating a power of attorney are given in Article 188 of the Civil Code of the Russian Federation, and among them there is no such reason as the loss of official authority by the head. In order not to get into an unpleasant situation of concluding transactions that the current director does not approve, the power of attorney can be revoked. To do this, the organization must necessarily maintain a register of documents issued to confirm the authority of authorized persons, indicating the date of issue and the scope of rights.
Please note: if another employee is fired, for example, an accountant, lawyer, clerk, to whom a power of attorney was issued, then it also continues to operate. Do not forget to revoke the granted authority when dismissing such an employee.
Revocation of power of attorney
If for some reason a legal entity recalls a representative, you must:
- Notify the representative in writing of the termination of his powers and demand the return of the issued document.
- Notify the persons for whom a power of attorney has been issued for representation of the termination of the powers of the representative.
Unfortunately, the law does not provide an interpretation of what to do if the representative did not return the document or it is lost. In this case, it is especially important to publicly notify third parties of the revocation of the powers of the trustee. To do this, you need to submit an ad in the Kommersant newspaper. At the end of one month, third parties are deemed to have been notified of this fact.
Power of attorney to represent interests- This is a document that provides for the transfer of authority to a trustee to perform any action. It can be issued by both an individual and a legal entity.
Drawing up a power of attorney to represent interests
There is no special form of power of attorney to represent interests. This document is drawn up in any form and contains, as a rule, the following details:
- Title of the document;
- the place of the entrusted action (settlement) and the date of issue of the document (in words). It is important to know that without the date the power of attorney loses its validity;
- data of the principal: organization (name, TIN, KPP, full name of the director or authorized person) or an individual (name, passport details, place of registration of a citizen or SP);
- representative data (full name, passport data, place of registration);
- powers of a trusted person;
- validity period of the document (specified if necessary);
- signature and decryption of the principal's signature.
Power of attorney validity period
The validity of this document is unlimited by the laws of the Russian Federation. If the term 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 is issued by an individual or an individual entrepreneur, notarization is required.
Types and samples of powers of attorney to represent interests
Power of Attorney in the MHIF
Gives authority to the attorney to represent interests in the Compulsory Medical Insurance Fund.
A power of attorney to represent interests may be issued with or without the right of substitution.
