How to grant and revoke procuration in an LLC: Step-by-step guide

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Procuration is a specific form of representation of an entrepreneur. In practice, it is the broadest authorisation that entitles the procurator to perform all acts that usually occur in the operation of a business. In this article, we will guide you through the practical steps of granting or revoking procuration in your LLC, without the need to visit a notary or post office. Gain a clear overview of the documents you need and how an electronic signature makes the entire process significantly easier.

What procuration is and how it is used in an LLC

Procuration is a special form of representation of an entrepreneur that authorises the procurator to perform all acts that occur within a limited liability company. It is the broadest authorisation that can be granted in practice. In a limited liability company, a procurator may fully perform legal acts related to the operation of the company, accounting, legal matters, and business operations.

Before granting procuration, it is important to know that:

• Procuration may only be granted to a natural person.

• By granting procuration, the entrepreneur authorises the procurator to perform all legal acts within the LLC, even if some of these acts otherwise require a special power of attorney.

• Procuration does not include the authority to dispose of or encumber real estate. If the entrepreneur wishes the procurator to represent him also in these legal acts, procuration must be extended to include this authority. This must be explicitly stated in the granting of procuration.

• The procurator signs in such a way that, alongside the business name of the entrepreneur (the LLC) on whose behalf he acts, he adds a designation indicating procuration – such as “ppa” or “per procuram” – along with his handwritten signature.

Registration of granting or revoking procuration in the Commercial Register of the Slovak Republic

Granting procuration becomes effective on the date of its entry in the Commercial Register of the Slovak Republic (hereinafter the “Commercial Register”).

Proposal for registration of procuration

A proposal for registration of procuration in the Commercial Register must include the following information:

• Name and residence of the procurator

• The manner in which the procurator will act on behalf of the entrepreneur

• If procuration is granted to multiple persons (which is possible in practice), the proposal must specify whether each procurator may act independently, or how many procurators must act jointly

Documents for granting or revoking procuration

To grant or revoke procuration and register these details in the Commercial Register, you will need the following documents:

• Granting or revoking of procuration. This written document must include the identification details of the LLC, the managing director who grants or revokes the procuration, and the identification details of the procurator. It must also include the scope of procuration, the method of acting, and possibly information about disposing of and encumbering real estate, if procuration is to include these legal acts.

• Minutes of the General Meeting at which procuration was granted or revoked. This is attached if the LLC has more than one shareholder. A list of attending shareholders and invitations to the General Meeting must also be attached.

• Decision of the sole shareholder of the company, who decided on granting or revoking procuration. This is attached if the LLC has only one shareholder performing the powers of the General Meeting.

• Other documents depending on the specific case.

Electronic signature when submitting the granting or revoking of procuration to the Commercial Register

The signatures of persons on the above-mentioned documents must be officially certified before filing with the Commercial Register. If you wish to save time and avoid the costs of official certification at a notary or municipal office, you will need the following tools:

• A qualified electronic signature and qualified timestamp owned by the shareholder(s) of the LLC

• A qualified electronic signature and qualified timestamp owned also by the future procurator or the procurator whose procuration is to be revoked

Read more on how to create an electronic signature quickly and easily.

Granting and revoking procuration step by step

The process of granting or revoking procuration is not complicated if you know what needs to be prepared. Follow these steps and you will manage it easily online:

1. Prepare in writing the documents mentioned above and other documents required by law, including the document granting or revoking procuration.

2. Electronically sign these documents with a qualified electronic signature and a qualified electronic seal.

3. Submit a proposal for registration of granting or revoking procuration to the Commercial Register on the relevant form, to which you attach all legally required documents using a qualified electronic signature and qualified electronic seal.

4. The proposal itself to register the granting or revoking of procuration in the Commercial Register must also be signed with a qualified electronic signature.

TIP

You can obtain a qualified electronic signature and qualified timestamp conveniently through the NFQES online platform.