Is it legal to issue a power of attorney on behalf of one legal entity to another legal entity? How should such a power of attorney be formalized? Should the power of attorney indicate authorized persons?

The concept of a power of attorney

A power of attorney is recognized as a written authority issued by one person to another person or other persons for representation before third parties (Article 185 of the Civil Code of the Russian Federation).

A power of attorney is a written authority issued by one person to another person or other persons for representation before third parties. Written authority, including representation of interests in court, may be contained both in a separate document (power of attorney), and in an agreement, a meeting decision, unless otherwise established by law or does not contradict the essence of the relationship (clauses 1, 4 of Article 185 of the Civil Code of the Russian Federation, Article 53 of the Civil Procedure Code of the Russian Federation, Article 61 of the Arbitration Procedure Code of the Russian Federation) (clause 125 of the Resolution of the Plenum of the Supreme Court of the Russian Federation dated June 23, 2015 N 25 “On the application by courts of certain provisions of Section I of Part One of the Civil Code of the Russian Federation”).

A power of attorney is a written document; the issuance of a power of attorney is a unilateral transaction.

That is, the mere fact of the existence of a power of attorney as a document does not yet generate authority for the person in whose name the power of attorney is issued, since the power of attorney has not been issued to him.

According to the general meaning and content of the Civil Code of the Russian Federation, a power of attorney can be issued for a representative to carry out transactions on behalf of the represented person, as well as for the representation of interests.

Cancellation of a power of attorney after the dismissal of a manager

There are times when a new director takes office but has no idea who represents the interests of the company. However, you should know that after the dismissal or death of the manager, the power of attorney does not terminate. The fact is that he issued a document of representation not on his own behalf, but on behalf of a legal entity that continues to exist.

Article 188 of the Civil Code of the Russian Federation specifies all the reasons for termination of a power of attorney, and among them there is no reason such as loss of official powers by the director. But it should also be remembered that the employee in whose name the power of attorney was issued does not lose his powers under the document of representation after dismissal. Therefore, when dismissing subordinates, their right of guarantee should be revoked.

Thus, an organization’s power of attorney for an organization provides the ability to perform certain actions by another company on behalf of one legal entity. The process of drawing up a document of representation for another enterprise is identical to the procedure for issuing a power of attorney for an individual. The conditions for termination of the guarantee are described in the Civil Code of the Russian Federation in the same way as the grounds for transfer of representation.

Samples of powers of attorney

Power of attorney to drive, own and dispose of a car:

Power of attorney for the right to drive a vehicle issued by a citizen
Power of attorney for the right to drive a vehicle issued by a legal entity
Power of attorney for the right to own and use a car
General power of attorney for the disposal of a vehicle (with the right to sell)

Power of attorney for inheritance:

Power of attorney for registration of inheritance, obtaining a certificate of right to inheritance
Power of attorney to conduct inheritance business

Power of attorney to conclude an agreement:

Power of attorney to conclude a purchase and sale agreement
Power of attorney to conclude a residential lease agreement

Power of attorney for property management:

Power of attorney for managing a private residential building
General power of attorney for managing a citizen’s property

Power of attorney to receive:

Power of attorney to receive salary
Power of attorney to receive a pension
Power of attorney to receive correspondence
Power of attorney to receive cargo

Power of attorney for voting at the general meeting:

Power of attorney for the right to vote at a general meeting of owners of premises of an apartment building
Power of attorney to participate in voting at the general meeting of members of SNT, ONT, DNT

Power of attorney for registration of rights:

Power of attorney for registration of ownership of land

Power of attorney to represent interests in court:

Power of attorney to represent the interests of the organization in the courts
Power of attorney to conduct business in an arbitration court
Power of attorney for the right to represent the interests of a legal entity in a district court
Power of attorney to represent the interests of an individual in court
Power of attorney to represent the interests of the HOA in court (with general powers for several persons)
Power of attorney to represent the interests of a legal entity in an administrative case
Power of attorney to represent interests in court in an administrative case

Power of attorney with the tax authority:

Power of attorney for representation of interests in tax authorities

Who writes the power of attorney

In general, any person has the right to draw up a power of attorney. In small companies, this is done by the manager himself. As for large organizations, there may be specially listed employees who are authorized to draw up a power of attorney. In this case, the manager must first issue an appropriate order in which responsible persons are appointed.

Naturally, the employee entrusted with this responsibility must have a clear understanding of how such documents are drawn up. After all, if a significant mistake is made here, the document will be invalid. Accordingly, this can cause significant problems for both the principal and the attorney.

After the responsible employee has filled out the power of attorney, indicating all the necessary details, it must be provided to the manager. After review, the manager puts his autograph on the document and, if necessary, affixes stamps. After this, the document is considered completed.

Types of powers of attorney (one-time, special, general)

Depending on the scope of powers, several types of powers of attorney are conventionally distinguished:

One-time power of attorney. Such a power of attorney may provide for the authority for the representative to perform a one-time action, for example, to receive a sum of money due to the represented person or to enter into a specific agreement.

Special power of attorney . Such a power of attorney may contain powers to perform several cumulative or ongoing actions that are inextricably linked by a common goal, a common subject and (or) a common procedure and aimed at achieving one legal result, for example, to carry out transactions in a specific field of activity, representation in tax authorities, court Such a power of attorney can be issued for the purchase of similar goods in different territories at the same time or within certain periods.

General power of attorney (“general power of attorney”). Such a power of attorney may contain powers to use and dispose of all the property of the represented person and to exercise his rights and obligations, incl. for representation before any third parties on all issues and for conducting any business on behalf of the represented person. An example of a general power of attorney is a power of attorney issued to its head to manage the activities of a branch or representative office on behalf of the parent organization. General powers of attorney also include a power of attorney issued to manage an enterprise, a power of attorney for a commercial representative, etc.

Authority

The power of attorney for a representative of the organization must indicate a specific list of powers. The document for representation can be:

one-time - for one specific legal action;
special - issued to perform the same type of actions for a certain period of time;
general (general) - represents complete freedom of activity in the representative office.

The scope of the representative’s powers in the document can be indicated either in general terms or in more detail. The most common powers for a fiduciary are:

Management and disposal of the organization's property, except for cases when the transaction is only within the competence of the general meeting of shareholders.
Representation of the company in state or municipal bodies, as well as in other organizations and institutions.
Conducting civil and administrative cases on behalf of the company with all procedural actions in the courts.
Receiving any correspondence on behalf of the principal.
Management of cash and non-cash funds of the company.
Any other actions that are specified in the document.

Form of power of attorney – when is notarization of a power of attorney required?

The form of power of attorney is written only . The Civil Code of the Russian Federation also provides for a qualified written (notarial) form. Clause 1 of Article 185.1 of the Civil Code of the Russian Federation indicates cases when a notarized form of power of attorney is required:

1) to carry out transactions that require a notarial form (we recommend the article: “Transactions subject to mandatory notarization”);
2) to submit applications for state registration of rights or transactions;
3) to dispose of rights registered in state registers.

This norm contains a non-exhaustive list of cases. The law may provide for other cases when a notarized form of power of attorney is required.

By agreement of the parties, any transaction can be put into notarial form, at least by law this form was not required for transactions of this type (subclause 2, clause 2, article 163 of the Civil Code of the Russian Federation).

Paragraph 2 of Article 185.1 of the Civil Code of the Russian Federation lists the types of powers of attorney equivalent to notarized ones.

Clause 3 of Article 185.1 of the Civil Code of the Russian Federation contains a simplified version of certifying certain powers of attorney (for receiving wages, benefits, scholarships, etc.). Such powers of attorney can be certified at the place of work, service, etc. In these cases, certification is provided free of charge.

In addition, the notarial form is also required for powers of attorney:

4) issued by way of delegation (clause 3 of Article 187 of the Civil Code of the Russian Federation), except in cases where such powers of attorney are issued by legal entities or the heads of their branches and representative offices;
5) irrevocable (clause 2 of article 188.1 of the Civil Code of the Russian Federation).

Art. 53 Civil Code of the Russian Federation and Art. 185 Civil Code of the Russian Federation

Article 185 of the Civil Code of the Russian Federation
Representation through individuals (citizens) is a common practice for all areas of activity. General and specific conditions for issuing a power of attorney, regulated in Art. 185 of the Civil Code of the Russian Federation, provide for the authorization of a certain person to perform legally significant actions.

Indication of a representative as a “person” allows us to establish that an organization or enterprise can act as a trustee, since civil law recognizes two categories of persons:

Individuals (citizens);
Legal entities.

Thus, written authorization can be issued not only to citizens, but also to a legal entity. A similar rule is contained in clause 3.10 of the Federal Tax Service Letter No. 2668/03-16-3 dated July 22, 2016, which directly states that a power of attorney can be issued to an enterprise or organization.

Note! The legal status of enterprises of all forms of ownership implies that in various legal relations their interests are represented by approved management bodies. This rule is enshrined in Art. 53 Civil Code of the Russian Federation.

Article 53 of the Civil Code of the Russian Federation

Consequently, the execution of a power of attorney for a legal entity will mean that the actual execution of powers under this document will be carried out by one of the approved management bodies. The list of management bodies of the organization is regulated by its constituent documents, and the specific sole manager is approved by the owners of the company.

A power of attorney for a legal entity can be issued in two ways:

In the form of a written document certified by the signature and seal of the enterprise;
In writing, followed by notarization.

The requirement for notarization of certain types of power of attorney is established in Art. 185.1 of the Civil Code of the Russian Federation and fully applies to such documents in relation to legal entities. These types of powers of attorney that are subject to notarization include:

Document for submitting documents for registration procedures in relation to rights and real estate transactions;
Power of attorney to dispose of rights recorded in various types of registers.

On behalf of a legal entity, a power of attorney has the right to be issued by its director or another person authorized by the constituent documents of the enterprise.

Note! The contents of the power of attorney must provide for specific types of powers that the trustee will exercise in the interests of the principal. The exercise of powers not expressly provided for by the power of attorney is not permitted.

Article 185.1 of the Civil Code of the Russian Federation

The content of a power of attorney issued to individuals and legal entities is not fundamentally different, and the principal determines the specific list of powers independently.

Each power of attorney must have the following mandatory attributes:

Place and date of compilation;
Full details of the principal and the authorized representative;
Contents of powers;
Duration of the power of attorney.

Upon expiration of the validity period, the power of attorney loses its force and its automatic renewal is not allowed.

Form and example of filling out a power of attorney from a legal entity to another legal entity

Certificate of power of attorney to represent interests in court

Power of attorney issued by a legal entity

Procedural legislation contains special requirements for certification of a power of attorney to represent interests in court, in particular, when checking the form of a power of attorney certifying the powers of representatives of legal entities participating in the case, courts should be guided by the provisions of Part 3 of Art. 53 Code of Civil Procedure of the Russian Federation, Part 5, Art. 61 Arbitration Procedure Code of the Russian Federation, Part 6, Art. 57 CAS RF. Notarization of such a power of attorney is not required.

About the press of the society...

From 04/07/2015, business companies are not required to have a seal. Accordingly, as a general rule, certification of the power of attorney with the seal of the organization is not required.

In response to question 10 of the Review of Judicial Practice of the Supreme Court of the Russian Federation No. 2 (2015); approved by the Presidium of the Armed Forces of the Russian Federation on June 26, 2015, it is stated that when federal law does not provide for such an obligation to have a seal and it is indicated that an organization has the right to have a seal, a representative of the organization must provide the court with its constituent documents or their duly certified copies. If they contain information about the presence of a seal, then the power of attorney to represent the interests of the specified organization in court must be certified by the signature of its head or another person authorized to do so by its constituent documents and at the same time by the seal of the organization. In the absence of such information, a stamp to certify the power of attorney to represent interests in court is not required.

See in more detail the extract from the review of the practice of the RF Armed Forces below in the attachment

Power of attorney issued by an individual

A power of attorney issued by an individual must be certified by a notary, or certified by officials of organizations and institutions specified in Article 185.1 of the Civil Code of the Russian Federation, as well as in the mentioned Articles 53 of the Code of Civil Procedure of the Russian Federation, 57 of the Code of Arbitration Procedures of the Russian Federation. Such powers of attorney are equivalent to notarized ones.

Limits of authority and notarization

The power of attorney must clearly define the actions the power of attorney is entitled to perform. In this sense, there is a conditional (mostly popular) division of powers of attorney into one-time, special, general, etc.

In fact, such a division does not exist. Any power of attorney must provide for the limits of authority, and whether they are one-time or general are conditions, not the essence of the document.

The limits of authority may be as follows:

performing a one-time action. After its completion, the power of attorney ceases to be valid;
performing a limited series of actions aimed at obtaining one result. Achieving the result terminates the power of attorney;
performing the entire range of actions aimed at achieving results (the so-called general power of attorney).

The need for notarization of a power of attorney is determined by the type of authority granted.

So, the following need to be notarized:

powers of attorney with the right to sign particularly significant transactions;
powers of attorney with the right to receive or transfer material assets (including money);
powers of attorney for the right to receive documents from government bodies;
powers of attorney for concluding real estate transactions;
powers of attorney at the stage of enforcement proceedings, if the powers of the authorized person are related to receiving money in cash or providing information to the treasury.

Methodological recommendations of the Federal Tax Service on certification of powers of attorney

We recommend:

Letter of the FNP dated July 22, 2016 N 2668/03-16-3 “On Methodological Recommendations for Certifying Powers of Attorney” (together with the “Methodological Recommendations for Certifying Powers of Attorney”, approved by the decision of the FNP Board dated July 18, 2016, Protocol No. 07/16)

Application. Guidelines for certifying powers of attorney

1. General provisions 2. Essence of representation 3. Subjects of the power of attorney 4. Contents of the power of attorney 5. Certification of the power of attorney 6. Form and details of the power of attorney 7. Subassignment 8. Duration of the power of attorney 9. Number of copies 10. Termination of the power of attorney 11. Certification of the irrevocable power of attorney (Art. 188.1 of the Civil Code of the Russian Federation) 12. Tariff for certification of a power of attorney Appendix. Age of majority in different countries of the world

Cancellation of a power of attorney

The head of the enterprise can revoke the power of attorney at any time. In this case, the transfer of trust also loses its legal force. The person who issued the document must notify the representative of the termination of authority. This action involves the immediate return of the power of attorney to the principal.

Based on Article 188 of the Civil Code, the authorizing document loses its legal force in the following cases:

cancellation by the guarantor;
expiration of the power of attorney;
refusal to exercise powers by a representative;
reorganization or termination of the activities of a legal entity.

and sample

Form
Sample

What is the price

The cost of registration directly depends on the purpose of the trust document. For example, if the director of an organization has issued a power of attorney that does not require notarization, it will be free. In essence, with such a document, the head of the company informs the other party that his actions can be performed by a trusted person.

However, there are situations when you cannot do without visiting a notary’s office. For example, a lawyer’s signature will be needed in the case when the representative will perform any registration actions, or he has the opportunity to issue a delegation of power to third parties. In this case, you will have to pay a certain amount for issuing a power of attorney. Firstly, you need to pay a state fee. Of course, payment in cash is allowed. However, most often companies prefer non-cash payments. Secondly, issuing a notarized power of attorney involves performing various preparatory procedures. A certain fee must also be paid for such services.

As for specific numbers, they can differ significantly from each other. Thus, the total cost, which includes the state duty, can range from one to five thousand rubles. Typically, various factors influence the final price. For example, the closer the notary office is to the capital, the more expensive its services. Naturally, in remote cities it will be cheaper. The price is also affected by the powers assigned and their quantity. The city's infrastructure also plays a big role. Although practice shows that within the same region, different offices have different price tags. Therefore, experts recommend finding out in advance the pricing policies of various notary offices.

Cancellation of power of attorney

The legislation clearly states that the principal has the right to revoke a previously issued power of attorney at any time. Moreover, it does not matter for what reasons he decided to do this. Perhaps he no longer needs the services of a representative, perhaps the attorney cannot cope with the obligations assigned to him. In any case, the representative is obliged to fulfill the requirements of the principal and return the document.

If we are talking about an enterprise where the director issued a simple power of attorney, then he must inform the employee about its cancellation. In parallel with this, it would be useful to contact representatives of the organization to which this power of attorney was presented. They should also be aware that this trust document is no longer in effect.

Slightly different actions will have to be performed if a notarized power of attorney has been issued. To cancel it, you will have to come to the same notary office to officially formalize the revocation of the document. The specialist will make the necessary notes in a special journal. If desired, the principal can ask the office staff to notify all interested parties of the revocation of the power of attorney.

In addition to the desire to revoke the power of attorney, there are factors that automatically revoke this document. These include:

death of the principal or his representative;
loss of legal capacity;
the authorized representative no longer wishes to carry out these instructions;
one of the parties is declared missing;
the company underwent a reorganization;
the employee for whom the power of attorney was issued was transferred to another position;
The position of director was taken by another person.

In all of the above cases, the document automatically ceases to be valid. For example, when there is a change of director, it is considered that the old power of attorney was issued by a person who is not a director. If necessary, a trust document is drawn up on behalf of the new manager. During reorganization, the company's details often change, and accordingly, in this case a new power of attorney will have to be issued.

When is a document required?

A power of attorney is required if an organization needs its representative to sign documents on its behalf. As a rule, powers of attorney are necessary in government bodies, such as courts, the tax service and when negotiating with other legal entities.

The attorney may be an employee of the company, a third party, or another legal entity. In the latter case, a power of attorney is issued from one organization to another.

The essence of a power of attorney with substitution

Some powers of attorney can be issued with the right of substitution, and the type of document discussed here is no exception. Delegation means that a representative of an organization receives the legal opportunity to transfer received responsibilities to another person. But first he must notify his principal about this in writing. From the moment the new power of attorney comes into effect, the new representative will bear all responsibility for the contracts concluded.

A power of attorney with the right of substitution must be certified by a notary office - otherwise it will not acquire the status of a legally significant document.

Who draws up the document

A power of attorney for the right to represent the interests of an organization is perhaps the most common document in large companies. It can be drawn up by any person appointed by the management of the enterprise. This document can even be drawn up by the person to whom it will be issued. The main thing is that the powers are clearly stated in the text.

The power of attorney can be drawn up either on the company’s letterhead or on an ordinary blank A4 sheet.

Paper composing process

The document allows you to transfer to an individual the right to perform actions on behalf of the LLC. You can familiarize yourself in advance with the existing types of power of attorney and find out how to draw them up correctly.

In this case, the form of ownership of the company and the activities it carries out are not taken into account. The only important requirement is the correct execution and indication of all powers that are transferred to the representative.

It is important to include a number of information in the power of attorney, the list of which includes:

organization details;
personal data of the director and similar information about the person to whom the authority to represent the LLC is transferred;
a listing of the responsibilities assigned to the person;
information about the presence of the right of transfer;
validity period of the document;
features of document termination;
signatures of the parties to the transaction;
date of compilation and seal of the organization.

Video

Power of attorney to receive goods/money

This power of attorney helps the sale and purchase transaction proceed as smoothly as possible. Completion of a transaction or delivery of purchased goods always requires the signatures of specific persons - company representatives. The company authorizes its representative to perform all actions necessary for the transaction or acceptance of goods from the supplier on its behalf. Such a document is called a “power of attorney for goods and materials,” that is, for the transfer or receipt of goods and/or material assets.

The form of such a document, unlike other powers of attorney, is not free. To issue a guarantee for receiving inventory items, you need to use form M-2 if the procedure is carried out once, and M-2a if the process occurs on a regular basis. The forms were approved by Resolution of the State Statistics Committee of Russia No. 71a of October 30, 1997.

The form must be filled out on both sides. On the front side, in specially designated columns, indicate:

OKPO code (as it appears in the statutory documents);
the date when the power of attorney was issued, its validity period (usually for a month, then a new one can be issued), document number;
data on legal entities - parties to the transaction;
bank details of the company making the payment;
passport details of the individual for whom the power of attorney is issued;
grounds for issuing inventory items.

The reverse side is intended for information about the inventory items to be transferred: they are listed under serial numbers, the units in which they are measured, and their quantity (in words, not numbers). Blank lines are crossed out. The signature of the authorized representative is also certified on this side.

The power of attorney for goods and materials in form M-2 also has a tear-off spine where its number, expiration date are indicated, signatures are duplicated and links to permits are provided. This counterfoil is supposed to be kept in the accounting department.

In addition to the other components characteristic of any powers of attorney, the document for receipt of inventory materials requires the signature of the organization's chief accountant.

Note! Below is an example of a free form power of attorney. Typical interindustry forms M-2 and M-2a are discussed in detail on a separate page.