prokuristi

Prokuristi are individuals who hold a prokura, a formal power of attorney used in many civil-law and German-influenced business systems. A prokurista is authorized to represent the company in most business matters and to bind the company through contracts and other legal acts. They are typically employees or officers, not necessarily shareholders, and act as trusted signatories within the scope granted by the company.

Appointment and scope are defined by the company’s governing body. Prokura is granted by the management or supervisory board and, in many jurisdictions, must be entered in the commercial register or otherwise publicly noted to bind third parties. The authority can be general (general prokura), covering almost all business dealings, or limited to specific kinds of transactions (special prokura). The exact scope may also be restricted by internal rules or the terms of the entry in the register.

Limitations and boundaries are central to the prokurist’s role. While a prokurista can sign contracts, issue invoices, hire staff, and represent the company in negotiations and litigation within the granted scope, acts that exceed the authority or alter the company’s fundamental structure typically require additional authorization or board approval. Real estate dispositions or amendments to the company’s articles of association, for example, often demand explicit authorization.

Term and termination follow the granting authority. Prokura can be revoked, amended, or terminated by the company at any time, and it ceases upon the prokurista’s death or removal. External protection for third parties generally relies on proper notice of the prokura (such as register entries) and the assumption that the prokurista acted within the scope of authority.