Chapter 10. Representation. Power of attorney.
Article 182. Representation.
1. A transaction concluded by one person (representative) on behalf of another person (represented) by virtue of authority based on a power of attorney, specifying a law or an act of an authorized state or local government body directly creates, modifies and terminates civil rights and obligations of the represented .
The authority may also be apparent from the environment in which the representative operates (retail seller, cashier, etc.).
2. Are not representatives of persons acting even in the interests of others, but on their own behalf (commercial intermediaries, insolvency administrators in bankruptcy, executors for inheritance, etc.), as well as persons authorized to enter into negotiations for possible future deals.
3. A representative may not conduct transactions on behalf of the person being represented in relation to himself. He cannot also conduct such transactions in relation to another person, of which he is a representative at the same time, except in cases of commercial representation.
4. It is not allowed to make a transaction through a representative, which by its nature can be made only in person, as well as other transactions specified in the law.
Article 183. Conclusion of a transaction by an unauthorized person.
1. In the absence of the authority to act on behalf of another person or if such authority is exceeded, the transaction is concluded on behalf of and in the interests of the person who committed it, unless the other person (represented) subsequently explicitly approves the transaction.
2. Subsequent approval of the transaction by the represented creates, changes and terminates for him the civil rights and obligations under the transaction from the moment of its execution.
Article 184. Commercial Representation.
1. A commercial representative is a person who constantly and independently represents on behalf of entrepreneurs when they enter into contracts in the field of entrepreneurial activity.
2. The simultaneous commercial representation of different parties in a transaction is allowed with the consent of these parties and in other cases provided by law. At the same time, a commercial representative is obliged to execute instructions given to him with the care of an ordinary entrepreneur.
A commercial representative has the right to demand payment of the stipulated remuneration and reimbursement of expenses incurred by him when executing the order from the parties to the contract in equal shares, unless otherwise provided by agreement between them.
3. Commercial representation is carried out on the basis of an agreement concluded in writing and indicating the powers of the representative, and in the absence of such instructions, also a power of attorney.
A commercial representative is obliged to keep secret the information about commercial transactions that has become known to him even after the execution of the order given to him.
4. Features of commercial representation in certain areas of business are established by law and other legal acts.
Article 185. Power of Attorney
1. A power of attorney is a written authorization issued by one person to another person for representation before third parties. A written authorization to make a transaction by a representative may be submitted by the person being represented directly to the relevant third party.
2. The power of attorney for transactions that require a notarial form must be notarized, except in cases provided by law.
3. By notarized powers of attorney are equal to:
1) powers of attorney of military personnel and other persons undergoing treatment in hospitals, sanatoriums and other military medical institutions, certified by the head of such an institution, his deputy for the medical unit, a senior or duty doctor;
2) powers of attorney of military personnel, and at points of deployment of military units, formations, institutions and military schools, where there are no notary offices and other bodies performing notarial actions, also powers of attorney of workers and employees, their families and family members of military personnel certified by the commander ( the head) of these units, formations, institutions or establishments;
3) powers of attorney of persons in places of deprivation of liberty, certified by the head of the relevant place of deprivation of liberty;
4) powers of attorney of adult citizens with legal capacity who are in institutions of social protection of the population, certified by the administration of this institution or the head (his deputy) of the relevant body of social protection of the population.
4. A power of attorney to receive wages and other payments related to labor relations, to receive remuneration of authors and inventors, pensions, allowances and scholarships, deposits of citizens in banks and to receive correspondence, including money and mail order, can also be certified by the organization in which the principal works or studies, by the housing and operational organization at his place of residence and by the administration of the inpatient medical institution in which he is treated.
A power of attorney for a citizen’s representative to receive his deposit in a bank, money from his bank account, correspondence addressed to him in telecommunications organizations, and other transactions specified on the first paragraph of this clause on behalf of a citizen may be certified by the relevant bank or telecommunications organization. Such power of attorney is certified for free.
5. A power of attorney on behalf of a legal entity shall be issued signed by its director or another person authorized by its constituent documents, with the seal of this organization attached.
A power of attorney on behalf of a legal entity based on state or municipal property to receive or issue money and other property values must also be signed by the chief (senior) accountant of this organization.
Article 186. The term of the power of attorney.
1. The term of a power of attorney may not exceed three years. If the term in the power of attorney is not specified, it shall remain in force for a year from the day it was made.
The power of attorney, which does not specify the date of its commission, is void.
2. A power of attorney certified by a notary, intended for actions taken abroad and not containing an indication of the period of its validity, shall remain valid until it is canceled by the person who issued the power of attorney.
Article 187. Redelegation.
1. The person to whom the power of attorney is issued must personally perform those actions for which it is authorized. It may transfer the commission of their commission to another person, if authorized by a power of attorney or forced by circumstances to protect the interests of the issuer of the power of attorney.
2. The person who transferred the authority to another person must notify the issuer of the power of attorney and give him the necessary information about the person to whom the authority has been transferred. Failure to fulfill this duty imposes on the delegate the responsibility for the actions of the person to whom he transferred the powers, as for his own.
3. The power of attorney issued in accordance with the procedure for the transfer of powers of attorney must be notarized, with the exception of cases provided for by paragraph 4 of Article 185 of this Code.
4. The term of validity of a power of attorney issued by way of a transfer of powers may not exceed the term of validity of the power of attorney on the basis of which it was issued.
Article 188. Termination of Power of Attorney.
1. The power of attorney is terminated due to:
1) expiration of the power of attorney;
2) cancellation of the power of attorney by the person who issued it;
3) the refusal of the person to whom the power of attorney was issued;
4) termination of the legal entity on whose behalf the power of attorney was issued;
5) termination of the legal entity to whom the power of attorney was issued;
6) the death of the citizen who issued the power of attorney, declaring him incompetent, partially capable or missing;
7) the death of a citizen to whom the power of attorney was issued, declaring him incompetent, partially capable or missing.
2. The person who issued the power of attorney may at any time cancel the power of attorney or delegation of authority, and the person to whom the power of attorney has been issued may refuse it. An agreement to waive these rights is void.
3. With the termination of the power of attorney, the delegation of trust loses its force.
Article 189. Consequences of the termination of a power of attorney.
1. The person who issued the power of attorney and subsequently canceled it must notify the person to whom the power of attorney was issued, as well as to third parties known to him, for whom the power of attorney was given. The same duty is imposed on the successors of the person who issued the power of attorney in cases of its termination on the grounds provided for in subparagraphs 4 and 6 of paragraph 1 of Article 188 of this Code.
2. The rights and obligations arising from the actions of the person to whom the power of attorney was issued, before that person knew or should have known about its termination, remain valid for the issuer of the power of attorney and his successors in relation to third parties. This rule does not apply if the third party knew or should have known that the power of attorney was terminated.
3. Upon termination of a power of attorney, the person to whom it is issued, or its successors, shall immediately return the power of attorney.
<< Chapter 9 TKRF Back to table of contents Chapter 11 TKRF >>