procuration
noun · Prokura
Prokura is commercial authority with a scope fixed by statute rather than by the principal: it covers all judicial and extrajudicial transactions that the operation of a commercial business entails, and internal limits are ineffective against third parties. Only the sale and encumbrance of land needs separate authority, which is why the wording of a German power of attorney rarely translates as it stands.
Which translation, when
Why
Procuration is the usual English rendering of Prokura, and both the word and the institute need explanation, because English law has no authority whose content the statute fixes. The German Prokura authorises the holder to carry out every kind of judicial and extrajudicial transaction and legal act that the operation of a commercial business brings with it. That content does not come from the principal: he decides whether to grant a Prokura at all, but not what it covers, so a German document granting Prokura is short precisely because the statute has already said what it means. One exception is written into the Act, since the sale and encumbrance of land require a specially granted power under § 49 Abs. 2 HGB, and a translated document that omits that clause promises less than the parties assume. The second feature is the one that catches foreign counsel: under § 50 HGB a limitation of the scope of the Prokura is ineffective against third parties. Instructions that the Prokurist must not sign above a certain value, or only jointly in certain matters, work internally and give the employer a claim if they are breached, but a contract concluded in breach of them binds the business. Where a genuinely limited authority is wanted, German practice uses the Handlungsvollmacht, which can be shaped freely. Finally the outward signs: grant and revocation are entered in the commercial register, and the Prokurist signs with an addition showing the capacity, conventionally ppa., so a signature block tells the reader which authority was exercised, and what happens when a revocation has not yet been registered belongs to the commercial register entry.
Typical mistakes
- The scope of a Prokura is fixed by statute, so a translation suggesting that the principal defines it misdescribes the institute.
- Limitations are ineffective against third parties, § 50 HGB, so an internal signing limit does not protect the business against a contract concluded in breach of it.
- Sale and encumbrance of land need a specially granted power, § 49 Abs. 2 HGB, so a standard Prokura does not cover a property transaction.
What matters
Translating a German signature block or power of attorney: the text should keep Prokura and Prokurist with a gloss, note that the scope is statutory and unlimitable towards third parties, and flag the separate authority needed for land.
What the machine misses
Automatic translation of procuration produces Vollmacht or Bevollmächtigung, both generic, and the institute is the Prokura with a scope fixed by statute and unlimitable towards third parties under § 50 HGB; the generic word also hides that only land transactions need a separately granted power.
Examples
| procuration | die Prokura |
| the holder of a procuration | der Prokurist |
| signed by procuration | in Prokura gezeichnet |
| a commercial power of attorney | eine Handlungsvollmacht |