There are two types of power of attorney for the right to digital signature - for actual use and for obtaining a signature at a certification center (CA). In the first case, a power of attorney to use an electronic digital signature is issued to specific officials representing the commercial interests of organizations and individual entrepreneurs. In the second case, the power of attorney gives the right to obtain signatures and electronic key certificates from the CA for transfer to the owner. The authorized representative is not granted the authority to use an electronic signature.
Subtleties of document preparation
At the level of Federal Legislation, there is no single correct and recommended template for a power of attorney for obtaining an electronic signature. The act of transfer of powers can be drawn up in any form on company letterhead or a simple sheet of paper in a standard format.
Rights and powers of the parties
It is advisable to indicate in the power of attorney the rights and obligations of the trustee. These include:
- maintaining the confidentiality of the digital signature key;
- submitting an application for revocation of the digital signature certificate in the event of a key compromise;
- collection and transmission of documents required to obtain an electronic signature;
- signature and other form of endorsement of business papers to obtain an electronic signature.
You also need to indicate not only the right to receive an EDS key, but also all accompanying documents and EDS. Without providing this information, the certification center has the right to refuse to issue an electronic signature certificate.
If the authorized person receiving the digital signature is given the right to use it in the future, then this can also be indicated in the body of the document.
How it is compiled and for whom
A power of attorney can be drawn up for any employee, as well as for a third-party organization, individual or legal entity. Typically, the legal department handles the preparation of such documents. The role of the general director in the drafting process is limited only to certifying the document with a signature and seal.
Power of attorney structure
The act of transferring rights to receive an EDS key certificate must include:
- organization details;
- date of compilation;
- compilation address.
The name of the company or enterprise must correspond to the Unified State Register of Legal Entities. Also be sure to indicate:
- Full name of the owner of the signature and his authorized representative;
- passport data, including registration address, owner of the digital signature and his authorized representative;
- position of the owner of the signature and his authorized representative.
Additionally, the name of the CA that will be involved in the production of the electronic signature and its means (Tensor, Contour, Union, etc.) is prescribed. The power of attorney is certified by the signature of the general director and the attorney, as well as a seal (if available).
Rules for wording
Only a document drawn up in writing has legal force. Since there are no requirements in the Federal Legislation for an act for obtaining an electronic signature, the rules and requirements of the Civil Code of the Russian Federation (Article 186) are used to draw up the document.
Validity
According to the Civil Code of the Russian Federation, the validity period of a general, accounting power of attorney or other type of power of attorney cannot exceed 3 years from the date of its signing. If a power of attorney is drawn up without a date of registration, it is considered invalid.
Sample of filling out a Power of Attorney for obtaining an electronic signature for an individual
The document is automatically terminated for the following reasons:
- expiration;
- cancellation of the power of attorney by the principal (using appropriate statements);
- refusal of the authorized person to fulfill his powers;
- termination of the organization's activities;
- liquidation of a legal entity;
- death of a trustee or principal, as well as recognition of incapacity, limited legal capacity;
- recognition of a trustee or principal as missing.
Typically, a power of attorney to obtain an electronic signature is drawn up for a period of 1 year, because the signature is valid during this period. If the document does not include a clause on the use of digital signature, then its validity period can be extended to 3 years.
Certification by a notary
The Civil Code of the Russian Federation (clause 4 of Article 185.1) states that a power of attorney drawn up by a legal entity is endorsed by the signature of the head of the organization or his authorized person in accordance with the constituent documents and legislation.
A power of attorney to receive an EDS key certificate on behalf of an individual is signed by the personal signature of the parties indicating their full names. Additional certification by a notary is not required.
Single power of attorney for receiving a certificate and signing documents
A single power of attorney is drawn up in the same way as a document giving the right to receive an EDS verification key certificate. Additionally, a clause is added to its text giving the authorized person permission to use an electronic signature and the possibilities arising from this:
- Own a company key certificate (you need to enter its details in the text of the document).
- Sign agreements on behalf of the company in organizations that support the use of this type of key (their list is determined by the principal).
- Submit to the certification center documents and information necessary, for example, to change the status of a key certificate.
Instructions for compilation
When drawing up a power of attorney form, you need to understand who will transfer their rights to receive a digital signature. Any company has several management positions, and when drawing up an act of transfer of rights, a mistake is often made in choosing the person delegating his rights. It is better if the power of attorney is drawn up on behalf of the general director. You can also draw up an act of transferring the right to receive an electronic digital signature on behalf of the official involved in signing agreements and representing the company in negotiations, etc. The wording must necessarily reflect in a simple and understandable form the fact of transfer of authority to obtain a signature to carry out the necessary actions and transactions on behalf of the principal.
Sample 2 Power of attorney for obtaining digital signature
A cap
When drawing up a document, information about the owner of the digital signature is written in the header:
- name of the organization or full name of the individual;
- address (for individuals it is possible to indicate the address of actual residence);
- Contact details.
For individuals, it is also mandatory to indicate the TIN.
Main part
Next you should write:
- power of attorney number;
- date and place of compilation;
- information about the authorized person;
- information about the principal;
- grounds that give the right to delegate the receipt of a signature.
Also in the main part, the validity period of the document is prescribed and samples of the personal signature of the principal and the trustee are affixed.
Transfer of powers
A transfer of rights clause is also desirable when drafting the document. It specifies the possible actions of the authorized person, which include both signing business papers and concluding contracts, extending the validity period of the digital signature certificate, transferring the certificate to another person, etc.
Conclusion
The final part of the document is signed by the head of the organization and the authorized representative, with the obligatory indication of full names. The possibility of reassignment is indicated if necessary.
Give signing rights to all employees with the company's electronic signature
By default, the program has this operating mode: documents can be signed by the manager and employees who have the company’s electronic signature. To check who has the right to sign documents in your company, open the organization card and go to the “Who signs documents” section.
Please note that in this mode you trust all employees who have a suitable electronic signature to sign any electronic documents .
To limit the list of representatives or the set of documents, set up rights for those who have signatory rights.
Sample documents
Sample for downloading a power of attorney to obtain an electronic signature for legal entities and individual entrepreneurs
Sample of filling out the document
Sample power of attorney form for obtaining an electronic signature
What is allowed when drawing up a power of attorney
SBIS (Business Communications Network) provides a list of cases when a power of attorney cannot be accepted by a certification authority. These include:
- indicating only the initials of the owner of the digital signature or his authorized representative;
- indication in one document of two or more authorized persons;
- discrepancy between the signature of the principal/attorney in the passport and in the document;
- filling out data using different pens or handwritings;
- lack of company or individual seal.
The certification center may refuse to accept a document if it does not contain the date of preparation or its validity period has already expired. Also, the center’s employees have the right to refuse to accept a power of attorney if changes have been made to it after it was drawn up.
Difference between powers of attorney for individuals and legal entities
A power of attorney to obtain an electronic digital signature for both individuals and legal entities is issued using one form or template. The only difference is the information provided.
If the act of transferring the right to receive a digital signature is issued to another organization, then it contains the data of the legal entity: address, legal form, contact information, details. It is also necessary to indicate the position and full name of the contact person, powers and responsibilities of the party.
Sample of filling out a Power of Attorney to obtain an electronic signature for a legal entity
When drawing up an act of transferring the right to receive (and use) an electronic signature for an individual, indicate only the passport details of the trustee, contact information, SNILS and TIN. From general information, be sure to fill in the rights and powers of the parties, the obligations to maintain the confidentiality of the key secret, as well as the validity period of the power of attorney.
Drawing up a power of attorney to receive an electronic signature is a common practice in organizations, because the general director or his authorized representative cannot physically control all processes. Typically, the legal department is responsible for drawing up the document, and the lack of uniform legal requirements makes it possible to draw up a power of attorney in any form. The structure of the act of transferring rights to receive an electronic digital signature contains the powers of the trustee and his duties, details of the parties, contact information and the possibility of reassignment. The date of compilation is the only required attribute, because without it, the document loses legal force and is declared invalid. For organizations and individuals, the power of attorney is drawn up according to the same template, the only difference is in the specified data. It is not necessary to have the document certified by a notary, because it is endorsed by the personal signature and seal of the individual entrepreneur or the head of the organization.
Power of attorney to use an electronic signature
A power of attorney to use a manager’s digital signature may be needed by a chief accountant submitting an annual report, a lawyer representing the company’s interests in court, or a commercial director participating in a tender. Before drawing up a document, the head of the company issues an order transferring functions related to the use of a digital signature to one of his subordinates. The power of attorney is issued according to the same rules as for obtaining a certificate, but with a different list of powers. The subordinate receives a personal digital signature.
