If you want to authorize someone else to run your business, you can do that by issuing a procuration (prokura). A procuration is a type of power of attorney. Here you can read about what it means and how to report it with Bolagsverket.
If you issue a written procuration (skriftlig prokura) you extend the power of attorney to give a person the right to represent the partnership before authorities and courts.
The person that represents you is called a procuration holder (prokurist). The person you appoint can be a natural person or a legal entity.
The authorization has some restrictions pursuant to the Procuration Act:
- The procuration must be in writing to allow the procuration holder to represent the partnership before courts of law and government authorities.
- The procuration holder may not, without special authorization, sell, apply for a mortgage against, or grant rights to the partnership’s real estate or site leasehold rights.
- Power of procuration can be granted to more than one person in such a way that it can be used only by those persons jointly (joint procuration).
Example – Cajin Bakery Handelsbolag has a procuration holder
Christine and Kurt run Cajin Bakery Handelsbolag, but find it hard to manage to buy everything needed themselves. Therefore, they give one of the employees, Alf Baker, a procuration. Mr Baker is thereby granted the right to represent the partnership and for example purchase flour, sugar, and other things related to the bakery business.
Register a procuration
You have no obligation to register a procuration, but there are practical aspects of having a procuration registered with Bolagsverket; the person you have appointed can prove that he or she is authorized to run your business and you can easily cancel the procuration.
If you want to register an ordinary procuration or a procuration with special authorization it is enough to state this in the application. But if you want to register a written procuration, you shall submit the original or a certified copy of the written procuration. You must also state if it should be a joint authorization and submit personal details of the procuration holders.
It is not possible to register any restrictions in the procuration, for example that it should be valid only for a certain time, apply only to banking matters, apply only to certain specified property, etc.