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Without a power of attorney, only the general director can act on behalf of the company. His powers are confirmed by the charter or minutes of the general meeting on the election to the position of director (clause 1, clause 3, article 40 of the Federal Law of 02/08/1998 N 14-FZ and clause 2 of article 69 of the Federal Law of December 26, 1995 N 208-FZ ). An entrepreneur does not need a power of attorney if he acts independently. His authority is confirmed by a copy of the certificate of state registration as an individual entrepreneur (clause 2 of the Order of the Federal Tax Service of Russia dated November 13, 2012 N ММВ-7-6/843@).
But for all other persons (both employees of the company and citizens who are not on staff), a power of attorney will be needed. And if they begin to participate in any transaction without it, it will be considered that they are acting on their own behalf, and not on behalf of a company or merchant (Clause 1 of Article 183 of the Civil Code of the Russian Federation).
From September 1, 2013, when writing a power of attorney, you should take into account the new rules for drawing up this document, which were introduced into the Civil Code of the Russian Federation by Federal Law dated 05/07/2013 N 100-FZ. Which is what we'll talk about next.

What mandatory details should a power of attorney contain?

In order for the issued power of attorney to be valid, it must contain the necessary information established by the Civil Code of the Russian Federation. We have provided a list of all required details in the table. The absence of any of them entails the invalidity of the document.

Mandatory details of the power of attorney

In addition to these basic details, you can add additional information to the power of attorney form. Some of them are sometimes even desirable. For example, the validity period of a power of attorney. If it is not specified, the power of attorney will be valid for a year from the date of its issuance (clause 1 of Article 186 of the Civil Code of the Russian Federation).
Well, in general, from September 1, the term can be anything: five, ten, fifteen years. Because the maximum period of three years no longer applies.

Note! A power of attorney can be issued for any period. The previous three-year limit no longer applies.

There are no special explanations on how exactly to indicate the period in the power of attorney. Therefore, you can write it down either as a specific period of time: “the power of attorney is valid for five years,” or as a specific date: “the power of attorney is valid from December 1, 2013 to December 1, 2018.” or simply: “the power of attorney is valid until December 2, 2018.”
If a document is issued to perform legal actions on behalf of a company, you can immediately indicate the signature of an authorized person in it. This will allow counterparties with whom the representative will enter into an agreement on your behalf to verify the authenticity of his signature. And if necessary, you will be able to prove that the document was signed by an authorized person.

An important point. If a power of attorney is issued to perform legal actions on behalf of the company, it can include the signature of the authorized person.

It is not necessary to put a stamp on the power of attorney from September 1. Therefore, the document will be valid even without a seal. However, it must be borne in mind that for some powers of attorney on behalf of legal entities, the law stipulates an additional requirement for the presence of a seal. In particular, for powers of attorney for participation in civil and arbitration proceedings, as well as in enforcement proceedings (clause 3 of article 53 of the Code of Civil Procedure of the Russian Federation, clause 5 of article 61 of the Arbitration Procedure Code of the Russian Federation, clause 2 of article 54 of the Federal Law of October 2, 2007 N 229-FZ). For example, if on behalf of the company an employee will represent interests in court or the bailiff service, then the issued power of attorney will need to be stamped.

An important point.

From September 1, 2013, you can issue powers of attorney without a stamp. However, on some powers of attorney, a seal is required by law.

What form should I use to draw up a power of attorney?

A prerequisite for the execution of a power of attorney is its written form (clause

1 tbsp. 185 of the Civil Code of the Russian Federation). As for the form of the document itself, it can be arbitrary depending on what functions the trustee will perform. As an example in the figure, we have provided a power of attorney to represent the interests of a legal entity; it is drawn up in simple written form.

Sample power of attorney for an employee to represent the interests of the organization

Power of attorney
for signing reports and submitting them to the tax office, extra-budgetary funds and statistical authorities

Limited Liability Company "Victoria", INN/KPP 7721765845/772101001, OGRN 1345867549834, location: 109444, st. Ferganskaya, 10 (hereinafter referred to as the Company), represented by General Director Alexander Yurievich Mikhailov, acting on the basis of the Charter and Art. 26 of the Tax Code of the Russian Federation, this power of attorney authorizes the chief accountant of the Company, Ekaterina Alekseevna Petrova, passport series 67 35 N 645875, issued on December 14, 2010 by the Altufevsky district branch of the Federal Migration Service of Russia in Moscow in the North-Eastern Administrative District, Russian citizenship, date of birth: 30.08 .1977, residing at the address: Moscow, Altufevskoye Shosse, 86, hereinafter referred to as “Representative”:

• sign tax and accounting reports, as well as reports to state extra-budgetary funds on behalf of the General Director of the Company;
• submit tax and accounting reports to the tax inspectorate and statistical authorities;
• submit reports to extra-budgetary funds;
• submit, request and receive from the tax inspectorate, statistical authorities and extra-budgetary funds the information necessary for submitting reports.

This power of attorney has been issued for a period of five years without the right of subrogation.

Signature E.A. Petrova I certify Petrova
General Director Mikhailov A.Yu. Mikhailov

If we are talking about entrusting an employee with receiving inventory from the counterparty under an agreement, you can use unified power of attorney forms N N M-2 and M-2a, approved by Resolution of the State Statistics Committee of Russia dated October 30, 1997 N 71a. These two forms are almost identical to each other. The only difference is that the N M-2 form has a tear-off spine. It is needed so that you can record all issued powers of attorney in the registration register and file the counterfoils. Although this is, of course, not necessary. But accounting is desirable for internal control over accountable persons, especially if a lot of powers of attorney are issued. If this does not happen so often, records of issued powers of attorney may not be kept. Then the form of power of attorney for receiving goods and materials can be chosen without a counterfoil - N M-2a.
Please note: the use of unified forms of powers of attorney to receive inventory items is not mandatory. You can choose either a unified form or one developed independently.
In addition, from September 1, 2013, it became possible, which was not previously clearly enshrined in civil legislation, not to issue a power of attorney to receive commodity valuables in the form of an independent document (clause 4 of Article 185 of the Civil Code of the Russian Federation). But then the powers of the representative must be specified in the agreement (for example, in a commission agreement, assignment, etc.) or in the decision of the meeting of participants.

Do I need to have a power of attorney certified by a notary?

The answer to the question of whether a power of attorney needs to be certified by a notary depends on who issued the document. Thus, legal entities need to notarize the powers of their representatives only in cases directly provided for by law (clause 1 of Article 185.1 of the Civil Code of the Russian Federation).
In particular, you will have to contact a notary if a power of attorney is needed for a transaction that requires state registration. Typically these are real estate transactions. Or when a power of attorney was needed to carry out transactions that require a notarial form. These are mainly annuity agreements on the assignment of the right to claim or transfer of debt (clause 1 of Article 389, Articles 584 and 391 of the Civil Code of the Russian Federation).
In addition, you will have to have an irrevocable power of attorney certified by a notary. This is a new type of power of attorney, it has been in effect since September 1, 2013 (clause 2 of article 188.1 of the Civil Code of the Russian Federation).
Before September 1, powers of attorney issued by substitution also had to be certified by a notary. Now this rule has been canceled in relation to powers of attorney issued by legal entities (clause 3 of article 187 of the Civil Code of the Russian Federation).
But entrepreneurs will have to have any powers of attorney certified by a notary. The Ministry of Finance of Russia came to this conclusion in Letter dated 08/01/2013 N 03-02-08/30900. The same position was supported by tax authorities in Letter No. ED-4-3/18527@ dated October 16, 2013, and the judges were unanimous with them (paragraph 5, paragraph 4 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated July 30, 2013 No. 57).

Special attention . Entrepreneurs should have any powers of attorney certified by a notary (Letters of the Ministry of Finance of Russia dated 01.08.2013 N 03-02-08/30900 and the Federal Tax Service of Russia dated 16.10.2013 N ED-4-3/18527@).

This position is justified by the fact that a representative of an individual must always act only on the basis of a notarized power of attorney (paragraph 2, paragraph 3, article 29 of the Tax Code of the Russian Federation). An individual entrepreneur is an individual.
Previously, in Letter No. ShS-22-6/627@ dated August 10, 2009, the Federal Tax Service took a different position, but now this clarification has been declared invalid.

January 2014

Tax disputes, Tax lawyer, Tax audits

Stamp on the power of attorney

A selection of the most important documents upon request Stamp on the power of attorney(regulatory legal acts, forms, articles, expert consultations and much more).

Regulatory acts: Stamp on the power of attorney

Articles, comments, answers to questions: Stamp on the power of attorney

FNP dated July 22, 2016 N 2668/03-16-3

(together with the “Methodological recommendations for certification of powers of attorney”, approved by the decision of the FNP Board of July 18, 2016, protocol N 07/16)5.3. When certifying a power of attorney on behalf of a legal entity, it should be borne in mind that such a power of attorney is issued under the signature of its head or another person authorized to do so in accordance with the law and constituent documents (Clause 4 of Article 185.1 of the Civil Code of the Russian Federation). The Civil Code of the Russian Federation does not contain a requirement to affix the seal of a legal entity to a power of attorney.

Such a requirement is established in a number of other regulations (in particular, Article 53 of the Code of Civil Procedure of the Russian Federation, Article 61 of the Arbitration Procedure Code of the Russian Federation, Article 57 of the Code of Arbitration Procedures of the Russian Federation), about which the notary should warn the person applying for a power of attorney.

Document available: from 20 to 24 hours (weekends, holidays - 24 hours)

POWER OF ATTORNEY WITHOUT STAMP

M. ZILINA

In times not so distant, the legal positions of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation existed, as it were, in parallel realities and sometimes even in relation to the same norms did not intersect in any way. Now, after the merger of two higher courts into one, the Supreme Court has begun to restore order in its domain. Review of judicial practice No. 2 from the Presidium of the RF Armed Forces is intended to clarify complex issues that have accumulated in various areas of law and occupy the first lines in terms of relevance, as well as the most controversial issues on which there was no common understanding in the judicial system. Experts from our newspaper discuss how successful he was.

In our opinion, two issues highlighted in the Review of Judicial Practice of the Supreme Court of the Russian Federation No. 2 for 2015 deserve attention: collection of legal expenses and execution of a power of attorney to represent the interests of the principal in court.

In relation to the collection of legal costs, the Review touched upon the widely discussed topic of the possibility of collecting from the losing party the so-called success fee, that is, the representative’s remuneration, the payment of which depends on achieving a positive result for the customer. At one time, the Constitutional Court of the Russian Federation and the Supreme Arbitration Court of the Russian Federation spoke on this issue. The latter, as everyone assumed, put an end to this dispute.

In particular, in Resolution No. 16291/10 dated 04.02.2014 in case No. A40-91883/08-61-820 on the application of Vnukovo Airport OJSC, the Supreme Arbitration Court of the Russian Federation confirmed the possibility of collecting a success fee in the event that such a fee is an additional remuneration for the representative parties to the case who actually provided legal services to support the legal dispute. In other words, in the opinion of the Supreme Arbitration Court of the Russian Federation, only such amounts of remuneration are not subject to compensation that depend solely on the fact of a positive court decision for the plaintiff and do not require the commission of certain actions or the implementation of certain activities on the part of the contractor. However, all legal costs of a party, including success fees, must be assessed for their reasonableness.

This position of the Supreme Arbitration Court of the Russian Federation was positively received by the legal community and was reflected in the practice of arbitration courts.

However, as is known, the Supreme Arbitration Court of the Russian Federation was abolished, and the fate of its legal positions is now largely in the hands of the Supreme Arbitration Court of the Russian Federation, which can change the approaches that have been formed by the Supreme Arbitration Court of the Russian Federation for a long time. This is precisely the situation we observe in relation to the issue of collecting success fees.

In the Review of Judicial Practice, the RF Supreme Court clarified that additional remuneration for the services of a representative in court, conditional on the achievement of a procedural result that is positive for the customer, cannot be recovered from the other party in the case as legal expenses. The Supreme Court of the Russian Federation motivated its position as follows: “In accordance with the terms of the contract for the provision of paid legal services, additional remuneration is paid by the company to its representative for services already provided and paid for, and only if the actions of the representative led to the refusal to satisfy the claim, that is, it is recognized a kind of bonus for the representative.

The amount of this premium depends on the will of the parties to the contract for the provision of legal services for a fee. Additional remuneration established as a result of an agreement between the customer and the provider of legal services cannot be recovered as legal expenses from the procedural opponent of the customer, who is not a party to the said agreement."

Thus, at the moment, the customer, agreeing to include in the contract for the provision of legal assistance conditions for additional remuneration of the representative depending on the outcome of the case, must take into account this position of the RF Armed Forces.

The second interesting question that was resolved by the Supreme Court of the Russian Federation: is it required to certify a power of attorney to represent the interests of a legal entity in court with the seal of the organization? According to Part 3 of Art. 53 Code of Civil Procedure of the Russian Federation, Part 5, Art. 61 of the Arbitration Procedure Code of the Russian Federation, a power of attorney to represent interests in court on behalf of an organization must be signed by the head of the organization or another person authorized to do so by its constituent documents and affixed with the seal of the organization (if there is a seal).

At the same time, in accordance with the latest changes in civil legislation in relation to joint stock companies and limited liability companies, the requirement for mandatory sealing has been abolished. These business entities have the right to independently decide whether or not to use a seal when carrying out their activities.

In this regard, the Supreme Court of the Russian Federation clarifies: if the federal law contains a requirement for the presence of a seal for organizations of a certain organizational and legal form (for example, for unitary enterprises), then the power of attorney to represent the interests of such an organization in court must be certified by both the signature of its head and seal.

When federal law does not provide for such an obligation and it is stated that an organization has the right to have a seal (for example, LLC and JSC), a representative of the organization must present to the court its constituent documents or their duly certified copies. If they contain information about the presence of a seal, then the power of attorney to represent the interests of the specified organization in court must be certified by the signature of its head or another person authorized to do so by its constituent documents and at the same time by the seal of the organization. In the absence of such information, a stamp to certify the power of attorney to represent interests in court is not required.

Thus, in theory, for organizations that abandoned printing, document flow and activities should have been simplified, but in practice it happens somewhat differently.

Our company provides assistance in writing coursework and dissertations, as well as master's theses on the subject of Arbitration process, we invite you to use our services. All work is guaranteed.

– the main source of authenticity of a document, certifying its validity and giving authority. It contains basic information - the name of the organization, its legal affiliation, place of registration (or location). Each seal is registered in a special department of the internal affairs bodies. It serves as confirmation of every important decision or commitment of the company.

If there is no official responsible for the seal, a power of attorney must be issued, which transfers the authority to another employee of the company.

– a special document that allows one person to transfer any powers to another. When drawing up this document, it is necessary to draw up a protocol, which is sealed with mutual signatures and the seal of the organization.

Requirements for a power of attorney:

1. According to the law of the Russian Federation, the preparation of a document must be done exclusively in writing.
2. The power of attorney is certified by the seal of the enterprise and the signature of the head (director).
3. A prerequisite is the content of the current date of preparation of the document. In the absence of this clause, the power of attorney is considered invalid.

The term of the power of attorney is determined by the director. The duration cannot exceed three years. If a period was not specified when drawing up the document, then the power of attorney is by default valid for a year from the date of its execution and certification.

The legislation specifies a list of persons who have the right to represent the interests of the organization and carry out certain acts. These actions include confirmation of documents with a seal. Official representatives entitled to use the organization's seal are:

• Those positions that are indicated in the company and are its managers. They do not require official documents confirming the right to use stamp supplies.
• The people in whose name the power of attorney is issued are representatives of the company during the absence of its managers.

The need for a power of attorney for printing

The need to issue a stamped power of attorney may arise in the temporary absence of the official responsible for this work (director or representative of the organization). Such a document is drawn up for the time during which the manager will not be able to personally certify important business papers. During this period, all powers to affix a seal are transferred to the authorized person.

A power of attorney to obtain a stamp is issued when the need arises for its production or receipt. The required seal for production is submitted personally by the head or director of the enterprise. If you do not have one, you must present a power of attorney - in this case, the document must be notarized.

Requirements for drawing up a power of attorney for printing: main points

According to the legislative norms of the Russian Federation, any power of attorney must be issued in writing. Depending on the type of seal and its meaning, it can be a simple design based on a sample or a special form sealed by a notary.

Key points in drawing up a power of attorney for printing:

After completing the above items and filling out all the data, confirming the process of acceptance and transfer of the organization’s seal. This act must indicate the exact timing of the transfer, the duration of the replacement of the official and the reason for his absence. The stamp imprint must be indicated in a separate column. After a power of attorney is issued on the seal of the organization, it has legal force only if there is a document confirming the identity of the authorized person - a passport.

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Hello, please answer the question: if an organization has several seals (for invoices, for documents and the main one), is it possible to put a stamp “For documents” on the power of attorney for receiving goods and materials?

The law does not limit the number of copies of the company's seal. The seals of structural divisions (for example, accounting, personnel department, office) and other seals (for IDs, for references, triangular seals) used in the organization have a narrow functional purpose. The procedure for using such seals is established by the organization in accordance with regulatory legal acts and taking into account the specifics of documenting its activities.

In accordance with paragraph 5 of Article 185 of the Civil Code of the Russian Federation, a power of attorney issued on behalf of a legal entity must bear an imprint of its seal. From the formal interpretation of the norm it follows that we are talking specifically about the main seal of the organization, i.e. a round seal containing the full company name in Russian and an indication of the location of the company.

The rationale for this position is given below in the materials of the Glavbukh System vip version

1. Civil Code of the Russian Federation (part one)

“Article 185. Power of attorney

5. A power of attorney on behalf of a legal entity is issued signed by its head or another person authorized to do so by its constituent documents, with the seal of this organization attached.*"

2. Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”

“Article 2. Basic provisions on limited liability companies

5. The company must have a round seal containing its full corporate name in Russian and an indication of the location of the company.* The company’s seal may also contain the company’s corporate name in any language of the peoples of the Russian Federation and (or) a foreign language.”

Is a legal entity’s stamp required on a notarized power of attorney?

Answer