Prokura / Prokura

February 09, 2024

Prokura is a special power of attorney under commercial law (sections 48 cont. HGB) which authorises the authorised representative, called prokurist, to carry out all kinds of judicial and extrajudicial transactions and legal acts entailed in the operation of the commercial business for the owner of a commercial business, i.e. for example a GmbH (limited liability company). In particular, the authorised signatory may conclude and terminate contracts with effect for the GmbH. The only exceptions to the power of attorney are basic transactions concerning the existence, the legal form and the legal arrangement of the commercial enterprise and real estate transactions. For the latter, a separate power of attorney can be granted. The procuration is therefore very extensive and must be entered in the commercial register. Restrictions only apply in the relationship between the procurator and the limited liability company. If the procurator actually concludes excluded transactions, these are nevertheless effective. It is possible to stipulate that the procurator may only act jointly with another procurator or with a managing director (joint procuration).