Oblik punomoći za sklapanje ugovora o prijenosu poslovnog udjela u svjetlu odluke Visokog trgovačkog suda od 11. prosinca 2019.

The High Commercial Court held that the power of attorney to enter into a share transfer agreement must be executed in the form required for the share transfer agreement itself – that of a notarial act or a private document certified by a public notary. In the absence of such form, the share transfer agreement is invalid. This paper examines whether this conclusion is justified. Although the High Commercial Court correctly applied the requirement of “parity” between the form of an agreement and the power of attorney for its conclusion, this rule should be restricted whenever the form’s primary purpose is not the protection of the parties. Furthermore, other statutes suggest that the share transfer agreement can be entered into on the basis of a written power of attorney with the signature authenticated by a public notary. Finally, even if the “parity” rule is literally applied, the absence of parity does not cause the invalidity of the share transfer agreement, but only its temporary ineffectiveness, which can be cured by the principal’s approval.