Power of Attorney in Germany: Types, Form & Filing

Power of attorney in Germany is not one instrument but three, and choosing the wrong one can stall a deal or leave your company exposed. This article is for legal, tax and compliance teams who sign off on German representation authority. We draw on the Civil Code (Bürgerliches Gesetzbuch, BGB) and the Commercial Code (Handelsgesetzbuch, HGB), and we cover types, form, registration, foreign documents and revocation.

Which types of power of attorney exist in Germany?

German law offers three main routes. They differ in breadth, in whether they appear in a public register, and in whether internal limits bind outsiders.

• Prokura is the broadest commercial authority. It covers all transactions that running a commercial business involves, but not the sale or encumbrance of real property unless the company expressly grants that power.
• Handlungsvollmacht (commercial power of attorney) is narrower. It covers customary transactions for the business, or those expressly authorised, and it is not registered.
• Vollmacht (civil-law power of attorney) takes its scope entirely from the wording of the grant. It can be comprehensive or limited to specific matters.

A Prokura can be given to one person, to several acting jointly, or limited to a branch. A Handlungsvollmacht can be general, limited to a type of transaction, or limited to a single transaction. Certain acts, such as disposing of real property or conducting litigation, need special authority.

How do you choose the right instrument?

Start with one question: how much certainty does the counterparty need? Banks and notaries accept a Prokura at face value because the statute fixes its scope and the register shows it.

A civil-law Vollmacht is quicker and private. However, the counterparty must read the wording to confirm the scope. Any internal limit only works if it appears in the document itself.

Company form matters too, but only for who decides. In a GmbH, the shareholders decide on appointing a Prokurist or a Handlungsvollmacht holder, and the managing director then makes the outward grant. In an AG, the management board grants the authority. Confirm the AG allocation with local counsel.

What form does a German power of attorney need?

In principle, none. A power of attorney can be written, oral or even implied by conduct. Nevertheless, form usually follows the transaction in practice.

If the underlying act needs notarial recording, such as a share transfer or a real-property disposal, the power of attorney should be at least notarially certified. Two notarial levels matter here:

• Certification (öffentliche Beglaubigung) authenticates the signature only. The Handelsregister (the German commercial register) requires it for filings.
• Recording (Beurkundung) captures the full content of the declaration. It applies only where the transaction demands it, and it can sometimes be done by video link.

Electronic signatures need care. A qualified electronic signature can generally replace written form under civil law. However, the register declarations tied to commercial authority still need wet-ink signatures certified by a notary.

Our advice is simple. Match the authentication level to the most demanding use you can foresee. Upgrading a simple signature late in a deal is one of the slowest steps in practice.

Do you have to register a power of attorney?

Only some of them. A civil-law Vollmacht is generally not filed anywhere, and neither is a Handlungsvollmacht. A Prokura, by contrast, must be entered in the Handelsregister.

The process runs in a clear sequence:

• The competent internal body resolves to appoint the Prokurist.
• The company’s legal representative grants the Prokura expressly, because it cannot arise by implication.
• The Prokurist signs the register declaration in wet ink, and the notary certifies the signature.
• The notary files the application electronically, and the register court enters and publishes it.

No statutory deadline in days applies. Even so, you should file without undue delay, and the same goes for any later revocation.

The entry is declaratory, so a Prokura is valid between the parties from the express grant. Nonetheless, the register entry protects third parties who rely on it. That reliance is why counterparties act on the register and not on a private grant letter.

Can a foreign-issued power of attorney be used in Germany?

Generally, yes. The real questions are whether its form is adequate and how you prove its authenticity.

For a form-free transaction, a simple foreign document can suffice. Where the intended act needs certification or recording, the foreign instrument must meet an equivalent standard. A certification by a foreign notary of comparable function is generally accepted.

Authentication then depends on the country of signing:

• States party to the Hague Apostille Convention need an apostille on the notarial act.
• Other states need full diplomatic or consular legalisation.
• Within the EU, certain public documents benefit from simplified treatment.

Expect to provide a certified German translation as well. A German notary or the register will generally not act on a foreign-language document without one.

Resolve authentication before anyone signs abroad. Brief the foreign notary on the German form the transaction needs, and order the translation in parallel. Recording by video link before a German notary may spare you the foreign route altogether in some cases.

What can the agent do, and where does the company stay exposed?

Here the external and internal tracks diverge, and many multinational teams trip over it. Toward third parties, an agent acting within the granted authority binds the company, even when the agent ignored internal instructions.

A Prokura sharpens this point. Internal restrictions, such as a value cap, are ineffective against outsiders. Therefore, a cap protects the company only against its own agent, by founding an internal breach-of-duty claim. It does not unwind the transaction.

If the agent exceeds the authority, the transaction does not bind the company unless the company ratifies it. The agent may then be personally liable to the third party. Self-dealing is also restricted, so an agent generally cannot contract with themselves or represent both sides.

A Prokurist must also disclose the representative capacity. In practice, that means signing with a suffix such as “ppa.”

Can authority be passed on, including to a branch?

Not by default. A Prokura is strictly personal, so a Prokurist cannot appoint a second Prokurist. Only the company itself can grant a further Prokura. A Prokurist may, however, grant a narrower Handlungsvollmacht within their function.

A civil-law Vollmacht or a Handlungsvollmacht can allow onward authorisation if the grant says so. Even then, the sub-authority cannot exceed the primary one.

Branches bring a notable trap. A German branch has no separate legal personality, so authority “for a branch” is really authority to bind the company, confined to that branch. A Prokura can be limited to one branch, yet that limit works against third parties only where the branches trade under different business names (§ 50(3) HGB).

In a typical single-firm structure, a “branch-only Prokura” will therefore bind the whole company. If you need genuine branch-limited authority, run the branch under a distinct name or use a defined Handlungsvollmacht instead.

How does a power of attorney end?

Neither a Vollmacht nor a Prokura carries a statutory expiry date. Both can be revoked at any time, unless the grant is expressly irrevocable in the civil-law case. The practical task is closing the reliance channel, not just telling the agent.

For a Prokura, file the deletion with the Handelsregister immediately. Until the entry changes, a third party acting in good faith can still rely on it. A Prokura also survives the death of the business owner, which sets it apart from many civil-law mandates.

For a Vollmacht, recover the original document and tell every counterparty who knew of the authority. Until they hear in the same way, they can still rely on it. If the agent will not return the document, you may be able to have it declared invalid by public notice.

Because authority never lapses on its own, build an end-trigger into the grant. A fixed date, a defined purpose or a link to the holder’s role all work. Then diarise a review so a forgotten authority does not outlive its purpose.

What’s next?

Managing a power of attorney requires detailed planning and full legal awareness. For more insights into processes in other jurisdictions, explore our article: AGM in Mexico: Your Post-Meeting Filing Checklist.

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