Establishing business proxies is a common practice. It allows entrepreneurs to save time as well as relieve the company management of excess responsibilities. It is assumed that in a limited liability company a proxy is equated with a member of the board of directors. However, it is worth considering if proxy is responsible for his actions or negligence. Pawel Dyrduł, lawyer from law office KG Legal Kiełtyka Gładkowski Sp.p with its registered office in Krakow, discusses the issues of proxy’s liability in Ltd.
A proxy
Proxy is a special kind of power of attorney. It can be granted only to an entrepreneur who is subject to compulsory entry in the register of entrepreneurs. The grant of a proxy should be made in writing under pain of nullity and registered in the register of entrepreneurs. The method of establishing a proxy may be regulated by the company’s statute. If this is not then the general rules will be apply. Proxy may only be a natural person with full legal capacity. This means that the principal cannot appoint a legal person as a proxy. As a general rule, proxy shall include the authority for the procurator to carry out judicial and extrajudicial actions that are linked to the conduct of the business. It therefore grants the proxy the right and duty to represent and act on behalf of the company in most situations.
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The current situation on the labour market has forced employers to look for new methods of remunerating employees. The basic salary for a job is no longer the primary determinant of the employee’s choice of work. Currently, the growth popularity of incentive programs prepared by the employer is noticeable. Paweł Dyrduł, lawyer from KG Legal Kiełtyka Gładkowski Sp.p, based in Krakow, discusses the issue of incentive programs in the context of tax optimization.
What are incentive programs?
The incentive programs that an employer creates are usually financial instruments. Very often these are simply shares or derivatives. The employee (beneficiary) has the possibility to purchase the financial instrument on preferential terms, for a nominal fee or free of charge. The beneficiary is usually a member of the management team. The financial instrument he acquires grants him the right to receive cash in the future. Generally, the amount of benefits received depends on the economic performance of an enterprise, such as the achievement of specified value of EBIT (operating profit). At the end of the period for which the financial instrument (incentive program) was issued, it is settled. Settlement is simply the payment of cash due to the employee. So the employee receives cash, which in a very simplistic way can be called as bonus.
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Understanding the proxy as a special kind of power of attorney and the common practice of establishing it should not create problems. However, as the practice shows, entrepreneurs (especially foreigners) encounter problems with establishing a proxy. Paweł Dyrduł, lawyer from law firm KG Legal Kiełtyka Gładkowski Sp.p, based in Krakow, discusses the essence and basic regulations related of the proxy.
The essence of the proxy
One of the principles adopted in Polish civil law is the principle that any legal act can be done through a representative. Exceptions in this respect may be provided by a law or legal action specifics. As a rule, the legal action performed by the representative on behalf of the representative produced effects directly on the latter.
Analyzing the provisions of the Civil Code, we will find a separate chapter dedicated to the proxy (Articles 1091 – 1099). Polish law treats the proxy as a special type of power of attorney granted by an entrepreneur subject to compulsory registration in the register of entrepreneurs. The represented person (the principal) enters into an agreement with a procurator under which he authorizes him to engage in court and extrajudicial activities connected with running the business. This means that a proxy is a commercial power of attorney on the basis of which the procurator represents the company in most situations.
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Legislate by the European Parliament and the EU Council the General Data Protection Act is designed to unify and harmonize the rules on this issue in the Member States. The implementation is scheduled to take place by May 25, 2018. It is therefore worth noting the new provisions, obligations and sanctions that are associated with the adoption of the new law. Paweł Dyrduł, a lawyer from KG Legal Kiełtyka Gładkowski Sp.p with its registered office in Krakow, analyzes the above issues.
What is the GDPA?
GDPA is an abbreviation of the General Data Protection Act. This is a legal act adopted by the EU legislature, which, as the name implies, is aimed at regulating the issue of broadly defined personal data. The official text of the Regulation was published in the Official Journal of the European Union on 4 May 2016. However, the entry into force of the provisions contained in the Regulation was adopted on 25 May 2018. The Member States of the European Union are obliged to implement the provisions contained in the Regulation by 6 May 2018. The implementation of the provisions of the EU legal act will generally be followed by the adoption of relevant national Legal acts.
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It is the debtor’s responsibility to regulate obligations. Generally, it can be stated that the obligations are regulated every day and at any time. The universality of this process creates the need to draw attention to the rights and obligations of the parties. Paweł Dyrduł, a lawyer from KG Legal Kiełtyka Gładkowski Sp.p with its registered office in Krakow, discusses the principle of balancing the debtor’s payments and the exceptions provided for by Polish law.
Principle of the debetor’s will
The issue of balancing debtor’s contributions in Polish law does not appear to be a major problem. The legislator, by constructing the provisions of the Civil Code, has adopted the principle that the debtor has the right to indicate what obligation he pays the payment. However, this entitlement is only due to him if the conditions laid down in art. 451 Civil Code premises. The first is to own several debts of the same kind, and the second is that payment have to repay the same creditor. The multiplicity of debts is to be understood as the obligation of the debtor in a single obligation relationship. The obligations owed by the debtor should have the characteristics that mark them as separate obligations, so their regulation in the law should be equated with the fulfillment of various benefits. When these conditions are met, the debtor will have the right to indicate which debt he repayes. The debtor can communicate to the creditor his will in any form. As a rule, the creditor has no right to oppose the will of the debtor, cannot refuse to fulfill his will. However, when it is allowed to fall into a delay.
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