As a general rule, a power of attorney is necessary when certain actions are required to be carried out by a person who cannot be present. In fact, it confirms that the principal delegates to the authorized person to officially represent his interests in government bodies, as well as when interacting with individuals and legal entities.
According to Russian legislation, there is a difference between powers of attorney that are issued by organizations and those issued by citizens. A certain amount of confusion arises regarding individual entrepreneurs, since it is difficult to draw a clear line between those situations in which such a person acts as an individual and situations where he acts as an individual entrepreneur. Therefore, with regard to powers of attorney from individual entrepreneurs, it is necessary to separately understand.
What does the legislation say about notarization of such powers of attorney?
It should be noted that this situation is regulated by Article 185.1 of the Civil Code of the Russian Federation. It describes all cases when certification of powers of attorney by a notary is required. And there are no exceptions for individual entrepreneurs. In particular, you need to contact a notary if:
- there will be a conclusion of a transaction, which by law (which must be expressly stated in the relevant regulations) implies mandatory notarization;
- the representative will register property through state registers or make changes to them (an apartment purchase and sale agreement, for example).
In all other cases, undergoing a similar procedure is optional.
When communicating with government agencies, for example, the tax service, you also need appropriate assurance.
Cancellation of power of attorney
At any time, the principal, who is also an individual entrepreneur, can revoke the rights of the authorized entity, thereby returning his responsibilities. Also, the subject who has received the power of attorney is able to renounce the assigned powers. An entrepreneur can cancel a power of attorney immediately after completing the operation specified in it. At the same time, it will not be possible to terminate the contract early if this is stated in the text itself. Below is a sample master sheet for an individual entrepreneur with clauses on possible cancellation of the contract.
There is no need to contact judicial or law enforcement authorities to cancel. One of the parties notifies the notary of the cancellation, or notifies the other party to the agreement in writing. There is no need to indicate the reasons for termination of the contract in the notarial statement.
It is important to understand that the transfer by an entrepreneur of his own powers to another person does not relieve responsibility from the individual entrepreneur himself.
Although his interests are represented by another person, ultimately only the individual entrepreneur himself will be responsible for all violations. So, in order not to pay with your freedom for someone else’s negligence, you should take a very responsible approach to the choice of attorneys. Each individual entrepreneur must closely monitor the operations that other persons carry out on his behalf.
Article 188 of the Civil Code of the Russian Federation specifies the grounds for termination of a power of attorney. Here it is worth highlighting:
- refusal of the authorized person to exercise authority;
- cancellation of the power of attorney by the person who issued it;
- expiration of the established period of the document;
- termination of the organization associated with the power of attorney or its reorganization;
- death of the citizen who issued the power of attorney;
- death of the trustee;
- the introduction of bankruptcy proceedings against a representative or represented person, in which the individual entrepreneur loses the right to issue a written agreement.
With the expiration of the power of attorney, the procedure for subrogation also loses its force.
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How is a power of attorney issued from an individual entrepreneur?
An individual entrepreneur has the right to issue a power of attorney on his own behalf (but not on behalf of his employees - please note!). As a rule, it is enough to certify such a document with a signature, the main thing is that it can be used to accurately identify who signed it. Some people put a seal if it is available (under Russian law, an individual entrepreneur is not required to have a seal. Without it, he will not be able to function and open, for example , a bank account, but he is not required to have one). However, this is no longer necessary and does not affect the legal status of the power of attorney.
The main thing is that such a document has all the relevant details and is filled out correctly, without blots, typos or errors.
If you decide to get everything notarized, then you don’t need to worry about forms. The power of attorney is drawn up on a special document of strict accountability. Moreover, everyone is assigned their own unique number, which is recorded by a specialist.
When choosing a notarial registration method, you do not have to worry about drafting the document. Usually the lawyer asks about the purpose of its registration, after which he fills everything out himself. The form also indicates the price of the certification service.
In particular, it should contain the following:
- date of execution of such document;
- its full name;
- information about on whose behalf it is being issued and to whom;
- description of powers (only on some issues, full scope, etc.);
- right of subrogation;
- the validity period of such a document.
That is why individual entrepreneurs need to be extremely careful when preparing documents. And in the described case, it is necessary to indicate directly in the power of attorney a specific date after which it will no longer be valid. Otherwise, you will have to go through the recall procedure, which is quite problematic.
How to draw up a power of attorney correctly
The paper must include the following information:
- entrepreneur registration certificate number;
- FULL NAME. and details of the principal's identity card;
- a clear list of actions that the entrepreneur implements and assigns them to the authorized person;
- date of issue of the form;
- duration of the action implementation period;
- signature and seal of the individual entrepreneur;
- signature of the authorized representative.
The region and city in which the act was drawn up is also indicated. The term of the agreement and the possibility of sub-assignment may not be specified.
The document simply will not have any legal force if it lacks at least one of the listed points. Therefore, the question of how to issue a power of attorney from an individual entrepreneur is considered relevant for entrepreneurs.
Types of powers of attorney
Researchers in the field of jurisprudence identify six types of forms. The first and most common option is the simple type. The purpose of such a document is to transfer day-to-day responsibilities to the attorney, which includes drawing up acts, signing documentation, receiving goods, etc.
The next type of power of attorney is one-time. Such a document allows the subject to implement one specific action on behalf of the individual entrepreneur. This is, for example, selling a car. Here you need to indicate the third type of document - a special power of attorney. Its purpose is to assign certain functions to the trusted entity, which he must implement during a specific period of time. For example, this is the generation of financial reports.
A general power of attorney allows an individual entrepreneur to provide a person with the performance of certain functions, but only for the period of time specified in the document. A notarized power of attorney is formed to delegate particularly responsible powers. For example, transferring to a third party the responsibility for maintaining records for the Federal Tax Service or Pension Fund.
The last and most complex type of documentation is a general power of attorney for an individual entrepreneur. It is formalized by a notary. The basic difference of this paper is the presence of a complete list of powers of the attorney. For example, an entrepreneur trusts a person to carry out any transactions with securities. But here it is important to take into account that the general representative of the individual entrepreneur by proxy can only be one person in the competent area.
For whom to issue a power of attorney?
A power of attorney can be formed for anyone. The law does not limit the circle of those persons to whom an individual entrepreneur can entrust his functions. Entrepreneurs most often independently draw up documents in favor of reliable people to whom they can safely delegate some powers.
Sometimes the attorneys include employees who have been working for the entrepreneur for some time and have proven themselves well. However, work with finances should still be entrusted to external accountants through an outsourcing mechanism. And the individual entrepreneur’s representative on legal issues must be a professional lawyer. A good entrepreneur takes into account the knowledge and qualifications of those entities in respect of whom a power of attorney is drawn up.
Duration of the power of attorney
The duration of a power of attorney depends on its type and form. The optimal period is 3, 5 or 10 years. All deadlines should be clearly stated in the contract. The date is indicated in words.
If the beginning of the contract is stated in the form of a day and month, then the end is fixed down to the hour. If the power of attorney is concluded for a year, then the “noon” principle will apply. For example, a document signed on 04/08/2019 will be valid until 12:00 on 04/08/2020.
In some situations, the duration of the power of attorney ends with a certain event. For example, this is marriage or reaching the age of majority. If the term was not discussed at all, then it is automatically considered that the document was signed for one year. Its effect also ends at noon.
What do you need to know about reassignment?
Reassignment is possible only if it is provided for by a general power of attorney. And it does not matter how exactly the first power of attorney was drawn up.
The notary comments: Please note another interesting point: when preparing a power of attorney as part of a sub-authorization, it cannot be issued for a period longer than the main document. It is even advisable to leave a small time gap between them so that the validity of the main power of attorney does not expire before the one issued on its basis.
Right of subrogation
In the case of subassignment, the authorized entity transfers functions to a third party. Often such a procedure leads to unfavorable consequences for the original principal, because he simply may not know the final performer. To avoid getting into such a situation, the contract contains a separate clause on the inadmissibility of transfer of trust.
At the same time, trust can also be positive. For example, many general powers of attorney from an individual entrepreneur allow the possibility of intervention by an outsourcer if the authorized entity cannot cope with the number of functions assigned to it. In this case, the outsourcer was either already involved in production, or the individual entrepreneur himself was looking for one. Responsibility for the actions of a third party will fall on the shoulders of the authorized person if the latter does not warn the principal (IP) about the completed transfer procedure.
If the probability of reassignment is indicated in the initial agreement, then the procedure itself is implemented several times. At the same time, no one forbids specifying the maximum number of permissible transfers. It is separately indicated that the procedure in question is executed exclusively in the presence of a notary.
When should an individual entrepreneur issue a power of attorney?
There are a number of situations in which notarization of such a document can greatly facilitate the life of an individual entrepreneur, although this is not required by law. This:
- Having a power of attorney simplifies interaction with legal entities and simplifies the process of concluding a transaction. Otherwise, your representative will not be able to prove that he really is.
- You can get rid of the risk of harming your business and calmly go on a business trip or vacation. If an individual entrepreneur has an assistant whom he completely trusts, then it makes sense to notarize the relevant document and go about his business. Having a power of attorney from your direct representative will be an excellent guarantee that the entire process will not be disrupted.
- A executed power of attorney also allows you to resolve issues in various regions of the Russian Federation. For example, an individual entrepreneur cannot now quit what he’s doing and go make a deal. But it is quite possible to entrust this to hired workers if you notarize powers of attorney for them.
A competently drawn up and properly certified power of attorney will confirm the individual entrepreneur’s trust in his employee. Notarization of documents emphasizes the level of negotiations.
As you can see, there are many advantages from such a design. And in order not to look at the last moment for where you can quickly certify a power of attorney, it is best to resolve the issue in advance. Firstly, you can choose a specialist with whom you can easily establish contact and achieve mutual understanding. Secondly, you will have time to carefully study each item and ask clarifying questions.
Who issues the power of attorney?
In small companies, the development of such documents can be carried out either by the managers themselves or by third-party specialists; in large organizations, the responsibility for drawing up powers of attorney is usually assigned to a lawyer or secretary. After registration, they give her signature to the boss (director). Until 2021, the power of attorney was required to be certified with the seal of the organization, but since January 2016, the presence of seals and stamps from legal entities. persons, as previously with individual entrepreneurs, has ceased to be a mandatory norm, so the document does not need to be stamped.
Is one power of attorney sufficient?
Many individual entrepreneurs are worried about whether having one power of attorney is enough to ensure that their interests can be fully represented. This is enough for notarization of transactions, as well as for interaction with government authorities. However, if an individual entrepreneur has a need for a full-fledged intermediary, then a separate civil agreement can be concluded with him. The text of such an agreement carefully spells out the rights and obligations of the parties, and how exactly the principal will control the trustee in connection with his actions under the power of attorney.
For obvious reasons, all details cannot be recorded in the power of attorney. Therefore, the entrepreneur can take advantage of the existing alternative.
Samples of powers of attorney
There are several basic forms of powers of attorney. They are all designed in a similar way. Full name is indicated in the header. entrepreneur and contact. The following describes the options for actions that the intermediary performs. Below is a sample power of attorney for the right to sign documents of an individual entrepreneur.
Sample documents in one form or another can be easily found online. It should be borne in mind that most of the document is devoted to data about the entrepreneur himself. Only then are specific options for the proposed actions prescribed. This applies to the following forms of power of attorney:
- for maintaining an individual entrepreneur;
- to represent interests in a banking organization from an individual entrepreneur;
- on an entrepreneur in court;
- for individual entrepreneurs in a pension fund;
- to represent interests in the Federal Tax Service.
The document is drawn up both in printed form and by hand.
Why is it best to contact a notary?
An individual entrepreneur is capable of drawing up the necessary document himself in a number of cases. However, it is precisely this assurance that is considered more reliable. The reason is simple: not all individual entrepreneurs are familiar with the current legal requirements for powers of attorney. Therefore, they may make mistakes. As a result, the inspection authorities will subsequently have questions and some transactions may be declared invalid.
Therefore, if you are not confident in your own knowledge of all the legal subtleties, it is safest to turn to professionals. Our notary office is always at your service! To avoid standing in line, we recommend making an appointment in advance by phone. We work strictly confidentially, details are discussed in person. Contact us!
