Commercial authority to act

Commercial authority to act / Handlungsvollmacht

November 03, 2023

The commercial authority to act (sections 54 cont. of the German Commercial Code (HGB)) is a power of attorney under commercial law which is generally limited to the transactions of the specific commercial business (general power of attorney). In contrast to the power of attorney, it can also be limited to certain types of transactions (type power of attorney) or to very specific, individual legal transactions (special power of attorney), which the authorised person may conclude with effect for the owner of a commercial business, i.e. for example a GmbH (limited liability company). Entry in the commercial register is not necessary. Unusual restrictions of the power of attorney, e.g. to a certain value limit or through the requirement of the consent of further persons, must, according to section 54 (3) HGB, only be accepted by the business partner if he knew/hould have known about them. Within the scope of the power of attorney, it would in principle be possible to authorise employees only for the conclusion of contracts. The power of attorney is not entered in the commercial register.