Status prawny osoby reprezentującej przedsiębiorcę zagranicznego w oddziale

• Authors: Patryk Wydziałkiewicz

Title variants

EN

The legal status of the person representing the foreign entrepreneur in the branch

• Languages of publication: PL

Abstracts

EN

The author of the article seeks an answer to the question what is the legal status of a person who represents a foreign entrepreneur in the branch. He points out that economic activity of entrepreneurs crosses national borders because of the globalization. There are three ways to run a business in a foreign country. It is possible to move a business from one country to another, organize a branch of the company or do business in a foreign country without any structure. The issues related to running a business on Polish territory by Polish and foreign entrepreneurs are governed by the act of freedom of economic activity. The foreign entrepreneurs to pursue their activities on the Polish territory may, on the basis of reciprocity, if ratified international agreements provide otherwise, create a branch established on the Polish territory. The branch of a foreign entrepreneur has no legal personality. It is not an entrepreneur itself. The branch of a foreign entrepreneur has an independent organizational structure, but it has no autonomy. Activities pursued under the branch are dependent on the extent of the foreign entrepreneur. It is an obligation to establish a person who will represent the foreign entrepreneur in the branch, but Polish legislator did not specify who can be such a representative and what is its legal status. In the literature of the subject, there are three points of view on this matter. The most common is that the person representing the branch is a proxy within the meaning of the Polish Civil Code. Another tells that the person who represents the foreign entrepreneur is a special proxy. According to the third view, the person referred in article 87 of act of freedom of economic activity is not the proxy. He is obliged only to inform and liquidate the branch. The author accepts the view, that person who represents the foreign entrepreneur in the branch is a proxy, but does not agree that he is a representative specified in the Polish Civil Code or that the Polish legislator established in the act of freedom of economic activity a new type of the proxy, previously unknown in the Polish legal system. Author points out that accordingly to the article 23 of the Polish act of international private law, priority is given to the law chosen by the principal. Because of that person who represents foreign entrepreneur in branch can be a representative specified in the Polish Civil Code, but only when a conflict rule will show the Polish law as a proper law. It is impossible to agree with the fact that the article 87 of the act of freedom of economic activity establishes new type of a proxy, because this rule only forces the use of a specific civil construction. It does not create a new institution. The author considers that the permanent representative of the foreign entrepreneur is a special kind of a proxy, but acting on the basis of the existing legislation, which is shown by the conflict rule, used properly with modifications made by the regulation of the act of freedom of economic activity and the act of national judicial register.

Keywords

EN

representation; foreign entrepreneur; branch; legal status

• Publisher: Polska Akademia Umiejętności
• Journal: Kwartalnik Prawa Prywatnego
• Year: 2014
• Volume: 23
• Issue: 2
• Pages: 323-335

Contributors

author

Patryk Wydziałkiewicz