If you do not want to deal with the formalities of registering/closing a company or making changes yourself, then you can issue a power of attorney (mandate).
A power of attorney to form a company is a contract by which one person, the principal, authorizes another, the agent, to complete the formalities of forming a company in his name and on his behalf.
The power of attorney defines the powers
It is a written document in which one person authorizes another to act on his behalf. These powers are limited in the power of attorney to those granted to the person receiving the power of attorney. The latter can act on behalf of the person who issued the power of attorney, within the limits of the powers granted to him.
Power of attorney for creating a company
A power of attorney is used in the context of company registration to appoint a person to carry out formalities on its behalf.
A power of attorney for company formation formalities is usually used during the formation of a company.
If the agent exceeds the terms of his power of attorney, he alone will be held liable for acts done outside the authority granted to him by the power of attorney.
In the context of a company being formed, it is possible to take over acts done prior to incorporation, and even acts done by an agent who has exceeded the terms of his power of attorney, provided that a majority of the partners agree and that a clause to the contrary does not conflict with it. A company in its infancy corresponds to the period when the company has not yet undergone regular registration and therefore has not yet acquired legal personality.
What form should the power of attorney have in order to comply with all formalities?
A power of attorney for company registration formalities takes the form of a written document to ensure confirmation of the mandate and scope of powers delegated to the person receiving the power of attorney.
Signature matters a lot
To this end, Article R. 123 of the Commercial Code provides that applications for registration must be signed by the person who is to be registered or his authorized representative who can verify his identity, and in the case of an authorized representative, by a power of attorney signed by the person who is to be registered.
A copy of the power of attorney may be provided if electronic transmission is used in accordance with Article R. 123-77 of the Commercial Code.
Article R. 123-77 of the Commercial Code provides that an application for registration or filing of deeds or documents with the RCS may be made by electronic means if physically possible. An exception is made for the submission of acts and documents, for which it is necessary to certify original paper documents. However, upon first registration, it is allowed to present original acts or documents with a personal signature by submitting a copy.
Article R. 123 of the Commercial Code specifies that such a power of attorney is not necessary if it is clear from the deeds or documents filed in support of the application that the agent has the authority to file the documents for registration.
Principal's liability
The person who has received the power of attorney has the powers granted to him by the principal. However, the principal is responsible for the actions of the agent, provided that the agent has not exceeded the instructions and authority given by the principal and has not committed a mistake.
What should a power of attorney contain to complete the formalities for registering a company?
The power of attorney must be clear and delineated
A power of attorney to carry out company registration formalities must contain a number of elements necessary for its clarity and evidentiary value.
Thus, the power of attorney to formalize the creation of a company must indicate the identity of the managing director, who transfers his powers through a power of attorney to formalize the creation of the company.
A power of attorney to carry out formalities for establishing a company must also contain accurate information about the identity, surname, first name, patronymic, address and position of the person receiving the power of attorney.
In the power of attorney for the execution of formalities for the registration of a company, care must also be taken to indicate the elements that are the subject of the transfer of authority, namely the execution of formalities.
The Power of Attorney for Company Registration, therefore, mentions all filings, registrations, amendments and deletions from the Register relating to the said company and carried out by the Power of Attorney. But the power of attorney also mentions all orders, information and documents that the principal gives to the agent, namely: statements and procedures, all supporting documents, all document filing procedures, signatures, requests and useful documents, choice of residence, replacement in whole or in part, and in In general, doing everything that is necessary is mentioned.
In order for a power of attorney to carry out company registration formalities to be valid and have evidentiary force, it must be dated and signed by the chairman of the board of directors.
Is it possible to revoke a power of attorney?
Yes, a power of attorney can be revoked by the principal at any time, subject to compliance with the formalities associated with the expiration of the power of attorney. In the same way, the authorized person can revoke the power of attorney at any time, observing the formalities associated with the expiration of the power of attorney.
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