An authorized signatory is a key person in a company who is authorized by a special legal power of attorney, known as a prokura, to carry out extensive business transactions on behalf of the company. This power of attorney authorizes the authorized signatory to enter into almost all types of legal transactions that may arise in the regular business operations of a company, including signing contracts and handling financial matters. The appointment of an authorized signatory must be entered in the commercial register, which creates both a formal recognition and a legal liability. It is important to understand that the power of attorney has specific restrictions: for example, an authorized signatory may not sell property or dissolve the company without additional special powers.
The power of attorney authorizes an authorized signatory to conduct almost all transactions for the company and to legally represent it. The rights include signing contracts, taking out loans and conducting legal proceedings. However, these powers require a high degree of responsibility and due diligence. Authorized signatories must act in the best interests of the company and may not carry out transactions that are contrary to the company's purpose. Furthermore, they are excluded from representation in matters that go beyond the scope of trade, such as property sales, without additional powers of attorney.
The power of attorney gives the authorized signatory far-reaching freedom of action within the business operations. They can conclude contracts, arrange payments and conduct legal disputes on behalf of the company. These powers are enshrined in the German Commercial Code (HGB) and enable flexible company management.
With great powers come great responsibilities. An authorized signatory must always perform their duties with due care and in the best interests of the company. He is obliged to know and respect the limits of his powers, especially when it comes to transactions that go beyond the usual scope or require special approvals.
Despite the extensive powers of attorney, there are clear restrictions: An authorized signatory may not sell land, transfer the company to another legal form or dissolve it without a separate power of attorney. These actions generally require the approval of the management or the shareholders. Consequences of breach of duty Breaches of these duties can have serious legal consequences, not only for the company, but also personally for the authorized signatory. It is therefore essential that authorized signatories receive regular training and keep up to date with changes in legislation and company policy.
The power of attorney is a powerful instrument of corporate management, but it can also be flexibly adapted to changes within the management or the company structure. In this section, we highlight the formal process of appointing an authorized signatory as well as the conditions and procedures for revoking the power of attorney.
The appointment of an authorized signatory is made by the management of a company and must be entered in the commercial register in order to be legally valid. This formality protects both the company and third parties who do business with the authorized signatory.
The revocation of a power of attorney is possible at any time and also becomes effective as soon as it is entered in the commercial register. Revocation may be necessary for various reasons such as poor performance, loss of trust or structural changes in the company.
After revocation, all actions taken by the former authorized signatory on behalf of the company are legally ineffective. This protects the company from unauthorized actions after the procuration has ended.
In this section, we look at how the Prokura works in the day-to-day business of a company. Authorized signatories often play a central role in operational management, as their decisions and actions can directly influence a company's agility and responsiveness.
Procuration is essential for flexibility in company management. It enables authorized signatories to react quickly and effectively to market changes by making decisions that have an immediate business impact. These powers are particularly beneficial in dynamic industries where quick action is often crucial.
A medium-sized company experiences a significant decline in orders and sales due to unforeseen market changes. The company's liquidity is severely jeopardized as a result and swift action is required.
The authorized signatory, equipped with extensive powers of attorney, reacts quickly to the crisis. He negotiates and concludes new supplier contracts that guarantee cheaper materials without compromising quality. He also initiates talks with the company's bank to extend short-term credit lines in order to secure liquidity. Thanks to his authorized position, he can carry out these actions independently and thus take time-critical measures that prevent insolvency and enable the company to reposition itself. This shows how the Prokura not only facilitates business operations, but can also make a decisive contribution to saving the company in times of crisis.
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