Power of attorney to represent the interests of the organization. How to draw up a power of attorney to represent the interests of a legal entity

Existing statutory provisions determine what to represent legal entity has the right without a power of attorney only a person who acts on the basis of the charter as its head. For all other employees and third parties, a power of attorney to represent the interests of a legal entity must be issued.

An economic entity, carrying out its activities, interacts with a wide range of persons in the most various issues. Only the director is an official of the company, who has the right to accept, issue and sign various documents.

Quite often, it is required that it be simultaneously present in several places at once, which is physically quite difficult to implement.

The only way out in this situation is to issue such a document as a power of attorney from a legal entity for the right to sign documents and represent its interests for an employee of the company or a certain third party.

In large companies that interact with a wide range of partners, powers of attorney are issued to accountants and lawyers so that they can issue accounting documents and conclude standard contracts.

A power of attorney form can be issued to receive and transfer documents, acts, decisions to tax authorities, the Pension Fund of the Russian Federation and other non-budgetary funds, Rosstat, Rosprirodnadzor, etc.

The power of attorney is especially important when carrying out inspections of the company by the competent authorities.

Quite often, a power of attorney is issued when considering cases in court, where a company can be both a plaintiff and a defendant.

Attention! If a power of attorney is issued on behalf of a company, then usually it does not need to be certified by a notary office, the signature of an authorized person and the company's seal are sufficient.

It can be issued as a one-time submission, or it can be valid for a certain period.

Who can represent the interests of a legal entity

The list of persons who can officially represent the organization is established in its constituent documents. It follows that only these persons have the right to sign a power of attorney to represent interests.

But representatives can be both specialists working in the company and people attracted from outside.

When determining the possibility of issuing a power of attorney for a certain person, it is imperative to take into account the level of his competence in resolving specific issues.

After all, the director can assign duties to represent the various interests of the company to different specialists companies. For example, for conducting cases in court - to a lawyer, for relations with the Federal Tax Service - to an accountant, etc.

It is very important to determine in the power of attorney exactly what powers the trustee is given when representing the interests of the enterprise, and what exactly he can do.

Attention! It is imperative to avoid problems in the future in this document to also determine the possibility of transferring authority to third parties - either prohibit or allow.

Duration of the power of attorney

The expiration date of the power of attorney is not a mandatory attribute when drafting it. The current legislation establishes that if the issued power of attorney does not contain the time of its validity in the text, then it is considered that it was issued exactly one year from the date of its execution. At the same time, there is no difference who executed the document - one individual to another, or an organization to an individual.

The minimum and maximum possible terms of validity of the power of attorney are not specified anywhere. This means that they are determined by the principal independently, based on the expediency, desire, and the need for long-term performance of any actions. In practice, it is accepted that companies usually issue powers of attorney for 1, 3 or 5 years.

It is also allowed to indicate the occurrence of an event, the origin of which can be unambiguously established or confirmed, as the validity period. The power of attorney will automatically lose its validity upon its occurrence.

Download sample power of attorney for 2019

Sample power of attorney to represent the interests of a legal entity

It is best to issue such a document immediately on the letterhead of the company. In this case, the upper part will immediately contain the full name of the organization, its registration codes, bank details, legal address. When compiling in an arbitrary form, all this information must be specified independently.

Next, the date and place of registration of the document are recorded. It is recommended that the date be written in full. This attribute is mandatory, since it is from the specified date that the validity period of the power of attorney is counted. If the date of issuance is not specified, the power of attorney is automatically invalidated.

After that, the name of the document is indicated in the middle - a power of attorney. In the text part, you must specify information about the organization and the recipient of the document.

This is done in the following order:

• Full name of the company, its TIN, KPP, OGRN codes;
• Legal address of the company;
• Information about the person who represents it according to the constituent documents (usually the director) - his full name, passport details;
• Information about the person to whom the power of attorney is issued - his full name, information about the passport and registration.

Further, it is necessary to list in separate paragraphs all those rights that are transferred to a third party by this document. For example, if a power of attorney is issued for the right to sign documents for the director, then here is a list of documents that he will have the right to endorse on his own behalf.

The compilation of this list must be approached very responsibly, since here it is possible not to transfer the necessary, key responsibilities, and vice versa, to entrust the “superfluous”.

The next line must indicate the validity period of the power of attorney (both in numbers and in words), and also indicate whether it is possible to transfer rights under this document.

Important! The power of attorney must have a sample signature of its recipient. The head of the organization signs the completed form, if available, a seal is placed.

When is notarization required?

The power of attorney is issued by the representative of the organization, which is specified in the Charter, to another person. Usually, this document allows you to perform various actions on behalf of the company. However, there are cases when a power of attorney must be notarized in order to carry out an operation without fail.

These include:

• Cases expressly stated in the laws;
• If required by agreement between the parties to the transaction, although this is not required by law.

Thus, if the law requires a transaction to be notarized, or the parties themselves agreed to do this, then such a power of attorney must be notarized. For example, when a person representing the interests of the organization by proxy applies for the procedure for state registration of property.

Attention! The only type of contracts that require a notarized power of attorney is an annuity contract and its varieties. Also, without fail, the power of attorney must be confirmed by a notary, if its rights arise by substitution.

It is recommended to notarize the general power of attorney, as well as those issued to employees representing the interests of the company in other cities and countries. This is not a mandatory step, but will serve as confirmation of the legality of their activities.

Revocation of power of attorney

If it is necessary to revoke an issued document, for example, a power of attorney for the right to sign documents, then both the holder of the document and those persons to represent the interests of which it was issued must be notified of this event.

In the case when the list of persons in whom the power of attorney can be used is so wide, or cannot be determined exactly, then it is necessary to publish a message about the recall in the media.

If a notarized power of attorney is revoked, then this must be done through the office where it was issued. At the same time, the notary himself must make a note in the register about this event. Notice of revocation is not required to be notarized.

In the revocation of the power of attorney, you must specify:

• Date and place of registration;
• Information about the organization, as well as about the representative for whom the document was issued;
• Information about the revoked power of attorney.

It is allowed, but not required, to specify the list of revoked powers.

The revocation document is handed over to the representative, while on the second copy he must sign on receipt of it. In addition, the representative must return the power of attorney itself, as well as its copies. If he refuses to do so, an act must be drawn up.

Attention! If the notification cannot be handed over, then it is sent by registered mail to the holder of the power of attorney, and to all interested persons in which the document can be presented. The power of attorney is considered revoked from the moment of receipt of notifications.

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 appointment order, but if it is required to transfer some of the 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:

1. 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.
2. 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).
3. 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;
• detailed description transferable 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 transfers the total scope of powers, therefore they are described in general terms, without specifying, for example, like this:

• 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;
• manage cash and non-cash funds OOO;
• 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 business papers but continues to be used in practice.

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:

1. Notify the representative in writing of the termination of his powers and demand the return of the issued document.
2. 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 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.

A duly executed power of attorney to represent the interests of a legal entity allows you to transfer the powers listed in the document to the representative. About what regulatory legal acts regulate the procedure for issuing powers of attorney and what requirements are imposed on them, we will tell in the article.

Power of attorney to represent the interests of the organization (from LLC or another company): legal aspects

According to the provisions of Article 40 of the Law “On Companies ...” dated February 8, 1998 No. 14-FZ, the director is the only person who has the right to legally represent the interests of the company without issuing any additional documents (powers of attorney, agency agreements, etc.) ( sign orders, contracts and other documents) in relations with third parties.

However, one person cannot actually cover all aspects of the organization's activities; in this regard, he needs to transfer all or part of his powers to other entities. For a company, this is either its employees or other organizations engaged in certain activities (law offices, real estate companies, securities market participants, etc.).

The most common way of transferring powers to another entity is the issuance of a written authorization (power of attorney) in accordance with the rules of Article 185 of the Civil Code of the Russian Federation.

The transfer of powers in accordance with paragraph 4 of Article 185 of the Civil Code of the Russian Federation is also possible on the basis of a bilateral transaction. For example, within the framework of a contract of assignment. In this case, the contract of commission will act as a "power of attorney", and therefore, must also comply with the requirements that apply to this document.

Note that the fundamental difference between the issuance of a power of attorney and the conclusion of an agreement is that the issuance of a power of attorney is a one-sided transaction, and the agreement is concluded between two parties.

Power of Attorney

A mandatory requirement that applies to a power of attorney issued by an organization is its certification (signing) by the head (it is he, according to Article 40 of the Federal Law No. 14, who is authorized to issue it). At the same time, according to paragraph 4 of Article 185.1 of the Civil Code of the Russian Federation, such a power of attorney is not needed for a notary visa, even if the transferred powers will be required in the future to make notarial transactions or state registration of rights to property.

Action of the power of attorney

In accordance with the requirements of Article 186 of the Civil Code of the Russian Federation, a power of attorney is legal during the period indicated in it. It should be remembered that the norms of the Civil Code of the Russian Federation do not directly indicate the maximum possible period for which this document can be issued. However, notarial practice follows the path of limiting it to three years.

In this case, the indication of the initial period (date of issue) in the document is mandatory. Otherwise, the power of attorney is void. In turn, the organization may not indicate the validity of the power of attorney and the last day of its legality. In this situation, in accordance with paragraph 1 of Article 186 of the Civil Code of the Russian Federation, it is assumed that this document is valid for one year.

It is important for practitioners to remember that a power of attorney may be terminated before the end of the period specified in it. The termination of the LLC's power of attorney to represent interests occurs upon the occurrence of the circumstances listed in Article 188 of the Civil Code of the Russian Federation. For an organization, this is:

• cancellation of the power of attorney by the organization itself (performed in the same form as the power of attorney itself);
• refusal of a person who is a representative to represent the interests of the company;
• liquidation (reorganization) or bankruptcy of the company whose interests are represented.

Types of powers of attorney. General (common for all powers) and one-time powers of attorney. Retrust

In legal practice, powers of attorney are usually divided into three types:

• general powers of attorney to represent the interests of a legal entity;
• special;
• one-time.

A general power of attorney is a general power of attorney to represent the interests of a legal entity, involving the transfer of all the rights of the organization. Accordingly, a person representing interests under such a power of attorney can perform any actions in relations with third parties that the organization itself is entitled to perform, for example: conclude various transactions, defend the company's position in negotiations, in courts, tax inspections and other state and municipal bodies.

A special power of attorney, in contrast to a general power of attorney from an organization to represent interests, involves the assignment to a representative of only certain powers for a certain period. For example, only to protect interests in the tax office or in court.

A one-time power of attorney gives the principal the right to perform a single legally significant action. For example, to receive a specific parcel or correspondence for the organization.

Features of a special power of attorney

The norms of the Civil Code of the Russian Federation contain only an indication of General requirements to which the power of attorney must comply. At the same time, the legislation does not approve any unified forms of such documents, for example, the form of a general power of attorney from an LLC for all powers. However, there may be exceptions to this rule, in particular, a power of attorney to receive material assets, which is issued by the organization to employees in the M-2 form. This form was approved by the Decree of the State Statistics Committee of the Russian Federation “On Approval ...” dated October 30, 1997 No. 71a. Its use today is not mandatory.

Retrust

Particular attention should be paid to the issue of allowing the representative to transfer all or part of the acquired powers to third parties. As a rule, the power of attorney issued by the organization contains a prohibition on such actions. Nevertheless, a representative (especially if it is a legal entity) may often need to transfer part of the powers to a specific citizen (employee) or a relevant specialist. In this connection, in such cases, it is reasonable to indicate a restriction on subtrust, but not its complete prohibition.

It should also be remembered that the issuance of a power of attorney does not deprive the organization of the right to carry out those actions that are indicated in it. Accordingly, the organization has the right to issue several powers of attorney, including those of the same scope of authority. In this case, the rule of Article 185 of the Civil Code of the Russian Federation will apply that each representative has the right to represent the interests of the organization independently.

If necessary, in order to protect the interests of the organization, powers of attorney for several persons may indicate that all powers of representatives are entitled to exercise only jointly.

Sample power of attorney to represent the interests of a legal entity

When drawing up a general power of attorney from an LLC for all powers or some of them, practitioners are guided by generally accepted rules of legislative technique. The document is running on standard sheet A4 format (this can be either a letterhead or a regular sheet). There are no special requirements for writing the text, so it is usually performed in typewritten form.

As for the content, it must indicate:

• Name of the document, place and date of issue of the power of attorney (in words).
• Details of the company that issued the document (TIN, OGRN, name, address, as well as data of the head who is authorized to issue powers of attorney to represent the interests of the legal entity).
• Details of the representative (employee or other company). For a representative of a citizen, initials, address and passport data are indicated. If the representative is an organization, then its details (TIN, OGRN, name, legal address).
• An indication of the transfer of authority to the representative, as well as their scope. It should be noted that in notarial practice, when issuing a general power of attorney, it is customary to scrupulously list all the significant powers that a representative is vested with.
• The validity period of the document.
• Indication of the possibility of reassignment (or its prohibition).
• Signature of the representative, certified by the signature of the head.
• Signature and seal of the director of the company.

As an example, you can use the following sample power of attorney from a company.

A power of attorney for the provision of interests is granted to one person by another for the purpose of carrying out certain actions instead of the entrusted person.

This type of document is used by both individuals and legal entities.

There are several types of powers of attorney, consistent with the timing and type of action that one person will represent the interests of another.

The type of power of attorney under consideration provides for the one-sided drawing up of a document.

In this case, an individual entrusts his own interests to another person in order to perform actions different nature as his own, that is, he trusts decision-making by another person for himself.

Powers of attorney have 2 forms from the point of view of the law: written and notarized. Some transactions and legal procedures require certification of the paper by a notary, other documents drawn up by ordinary citizens are equated to those signed by a notary. The maximum validity of the paper is 3 years.

The date of issue must be indicated in the power of attorney, otherwise it will not be considered valid.

Form of power of attorney to represent the interests of an individual

This type is one of the most primitive and does not need to be notarized.

The use of such a power of attorney extends to the places of work, training, treatment of a citizen.

It can also be used in litigation, or to make deals.

The law does not regulate the need to certify the powers of attorney of individuals in general, but there are several exceptional cases.

A citizen of the Russian Federation has the right to draw up and issue powers of attorney to other persons to grant the right to make transactions of any nature, within the limits of the law of Russia, on his own behalf. The preparation of a document takes place for individuals in the same way as for legal entities.

When a power of attorney is presented to a third party, the third party has the right to demand from the authorized person documents confirming his identity. The form of compilation can be any: printed and written by hand, both options are valid from the point of view of legislation.

A power of attorney can be issued for 1 time, for one specific action, or for a certain period, which must be reflected on paper. There is also a special type of power of attorney, which provides for the commission of the same type of action within a certain period.

Not only the owner of the vehicle, but also his representative can register a car after purchase. How to issue a power of attorney to register a car in the traffic police, read.

Special cases when a notarized power of attorney is required

A notarized power of attorney to represent the interests of an individual may be needed in some special cases.

Special cases include powers of attorney that entail the conclusion of transactions that require any changes to documents: state registers.

Such transactions are associated with the purchase, sale or exchange of real estate. In fact, real estate is the only area of ​​interest that the law intervenes to regulate. In all other situations, a notary public is not required for individuals.

Validity

In other cases, the individual himself must determine and write down in the document how long the paper will be valid.

It is important to remember that a power of attorney without a date of compilation will have no legal force at all and is considered invalid.

Form

There are no state forms for drawing up a power of attorney to represent the interests of an individual.

The document is drawn up by an individual in any form, but must contain several key points:

• The name of the paper (indicate that this is a power of attorney to represent interests).
• Place of creation of the power of attorney (city) and date of signing.
• Personal data of an individual in expanded form (passport data, full name, place of residence).
• Personal data of the authorized person (same as for an individual who draws up a power of attorney).
• The powers that the trustee receives with this document (a detailed description of the actions that the trustee has the right to perform on behalf of the principal).
• Validity period of the power of attorney (specified if necessary).
• Signature and its transcript from an individual.

Fill example

The execution of a power of attorney to represent the interests of an individual is as follows:

“This power of attorney is issued to a citizen (full name) residing at the address: (address). Passport data: (series, number, by whom and when issued). He (gr.) Is authorized to represent the interests of the full name of the individual, address of residence, passport data.

In the state institutions, such as: banks, tax, credit organizations, law enforcement agencies, etc., to conduct on behalf of (full name of the principal) any actions as a plaintiff, defendant, as well as a third party in courts and judicial authorities, and etc.”

An example of filling out and the text of a power of attorney to represent the interests of an individual is very approximate due to the arbitrariness of the document. It is necessary to record everything and in detail so that the trustee has everything necessary to perform the action without obstacles from the law.

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