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§ 16. Definition of procuration
- (1)
- Procuration is an authorisation which grants the representative of the undertaking (procurator) the right to represent the undertaking in all legal acts related to economic activities.
- (2)
- The procurator may transfer or encumber an immovable of the undertaking only if the undertaking grants this right to him or her in the procuration, and this is noted in the commercial register.
- (3)
- If the undertaking restricts a procuration, the restriction shall not apply with regard to third persons, except the restrictions provided for in this Act.
- (4)
- The provisions concerning representation in the General Part of the Civil Code Act (RT I 1994, 53, 889; 89, 1516; 1995, 26-28, 355; 49, 749; 87, 1540; 1996, 40, 773; 42, 811; 1998, 30, 409; 59, 941; 1999, 10, 155; 2001, 24, 133) shall apply to procuration unless otherwise provided for in this Code.
§ 17. Grant of procuration
- (1)
-
Procuration may be granted by a company, a sole proprietor entered in the commercial register or a legal representative of a sole proprietor. Upon entry of an undertaking in the commercial register, procuration shall be granted by a sole proprietor; upon foundation of a general partnership or limited partnership, procuration shall be jointly granted by all managing partners and, upon foundation of a private limited company, public limited company or commercial association, procuration shall be jointly granted by the founders by the memorandum of association of the company.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- Procuration may only be granted to a natural person. An undertaking may have one or several procurators.
- (3)
- Procuration may be granted to several persons in such a manner that all or some of the procurators are only entitled to represent the undertaking jointly (joint procuration). Procuration may be granted in such a manner that the procurator may represent the undertaking only jointly with a member of the management board or with a partner who is entitled to represent the company.
- (4)
- A foreign company may grant a procuration for the representation of a branch.
- (5)
-
A partner of the same general partnership or limited partnership, a member of the supervisory board of the same company or the auditor of the same company shall not be a procurist.
(17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
§ 18. Signature of procurator
A procurator shall sign such that he or she adds the word prokurist [procurator] or the abbreviation p.p. (per procura) to his or her signature.
§ 19. Bases for termination of procuration
- (1)
- An undertaking may terminate a procuration at any time.
- (2)
- A procurator may demand that the undertaking terminate the procuration if the legal relationship which is the basis for the procuration terminates.
- (3)
- A procuration shall not terminate upon the death, declaration of incapacity or declaration as missing of a sole proprietor.
§ 20. Prohibition on transfer of procuration
A procurator shall not transfer a procuration.
§ 21. Entry of procuration
- (1)
-
An entry concerning a procuration shall be entered in the commercial register on the petition of the undertaking. A specimen signature of the procurator and, in the case of a company, the resolution of the body which appointed the procurator shall be appended to the petition.
(28.05.96 entered into force 08.06.96 - RT I 1996, 40, 773)
- (2)
- An entry concerning a procuration shall indicate the name, personal identification code and residence of the procurator. If a procuration is granted to several procurators, the entry shall contain a notation concerning if and to which of them joint procuration is granted.
- (3)
-
(Repealed - 17.06.98 entered into force 10.07.98 - RT I 1998, 59, 941)
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