Power of Attorney to Receive Goods: Form and Completion Rules

To receive goods, the buyer’s representative must confirm their authority. In Ukraine, this may be done with a power of attorney, a written contract, or an act of a legal entity’s governing body, depending on how the representation is documented. Form M-2 is not mandatory. If you prepare a power of attorney, you must state the date it was made, identify the recipient and their authority, and have the document signed by a duly authorized person.

Before dispatch, the supplier must establish the recipient’s identity and determine whether they may receive this particular consignment and sign the documents. The actual transfer of goods is recorded in a delivery note or another appropriate primary document. A power of attorney confirms the representative’s authority, but does not by itself confirm receipt of the goods.

Download a power of attorney form for receiving goods

Download the power of attorney form in DOCX format

You can adapt the form to a specific receipt by stating the supplier, the ordering document, the list of goods, and the representative’s permitted actions. If you use an M-2 template, its title and preprinted fields do not make that form mandatory. Before signing, remove unnecessary details and fill in those needed to define the authority unambiguously.

Are Form M-2, a company seal, and a power of attorney register mandatory?

The Instruction on the Procedure for Registering Issued, Returned, and Used Powers of Attorney for Receiving Assets, approved by Order No. 99 of the Ministry of Finance of Ukraine, ceased to be in force on 1 January 2015. This was provided for by Order No. 987 of the Ministry of Finance of Ukraine dated 30 September 2014. From that date, Form M-2 no longer had to be used as a mandatory state form.

For an ordinary power of attorney to receive goods, there is no universal requirement for a 10- or 15-day term, a company seal, the chief accountant’s signature, or a register in the form prescribed by repealed Instruction No. 99. Nor is there a general rule that only the buyer’s employee may act as a representative. An enterprise may organize its own internal register of powers of attorney, but it should establish this as an internal procedure.

If the supplier specifically requests Form M-2, the person responsible for procurement should agree in advance on the document that will confirm authority and review the contract terms. This helps avoid warehouse delays caused by the parties having different requirements for documenting receipt.

When is a power of attorney needed, and what can replace it?

Under Articles 237 and 244 of the Civil Code of Ukraine, a representative acts on behalf of another person, and a power of attorney is a written document for such representation before third parties. The principal is the person issuing the power of attorney. For example, a store authorizes a driver to collect purchased goods from a supplier and sign a delivery note on behalf of the buyer.

Clause 2.4 of the Regulation on Documentary Support for Accounting Records, approved by Order No. 88, allows the recipient’s authority to be confirmed, among other things, by a written contract, a power of attorney, or an act of a legal entity’s governing body. This applies to receiving assets on behalf of a legal entity or an individual entrepreneur.

For a one-time trip to a warehouse, it is convenient to prepare a separate power of attorney that refers to the order. For regular deliveries, the parties can agree on a standing procedure for confirming authority in the contract. In either case, warehouse staff must be able to access the document on which they rely to establish the recipient’s right to the goods.

If an individual entrepreneur collects their own goods in person, they do not issue a power of attorney to themselves. When a director or another person entitled to act without a power of attorney acts for a legal entity, the supplier establishes that person’s identity and the basis for their authority. Payment in cash or the supplier’s status as an entrepreneur does not by itself confirm an outside recipient’s authority.

Who issues and signs a power of attorney?

A legal entity’s governing body or another person authorized by its constituent documents issues a power of attorney on its behalf. This rule is set out in Article 246 of the Civil Code of Ukraine. Before signing, establish who is entitled to issue the document on behalf of the enterprise. An accounting employee may prepare the text, but this does not automatically give them signing authority.

An individual entrepreneur may issue a power of attorney authorizing a representative to receive goods for the entrepreneur’s business. The representative need not be in an employment relationship with the buyer. However, a contract with a carrier or the position of driver does not by itself establish the right to sign documents on behalf of the buyer; that authority must be properly documented.

Is a notary required?

Under Article 245 of the Civil Code of Ukraine, the form of a power of attorney must correspond to the form required by law for the relevant legal transaction. For an ordinary receipt of a consignment of goods, where the law does not require notarization, there is no general requirement to have the power of attorney notarized. A separate rule applies to substitution of authority, as described below.

How to complete a power of attorney to receive goods

The date on which the power of attorney is made is mandatory: without it, the document is void under Article 247 of the Civil Code of Ukraine. The rest of the document should be worded so that the supplier can identify the buyer, the representative, and the limits of their authority without making assumptions.

1. Identify the principal. State the full legal name of the legal entity or the entrepreneur’s surname, first name, and patronymic. Add the identification code or taxpayer number to distinguish buyers with similar names.
2. State the date the document is made. A number is useful for internal records and references in delivery notes, so it is advisable to assign one as well.
3. Name the representative. Record their surname, first name, and patronymic. To verify their identity, you may state the details of the identity document they will present at the warehouse. Agree with the supplier in advance on which details are needed.
4. Identify the supplier and the basis for receipt. State the number and date of the contract, order, invoice, or specification so the document applies to the intended delivery.
5. Describe the goods and the permitted quantity. State the product names, units of measure, and quantities, or identify the list unambiguously by referring to a specific specification. If partial receipts are allowed, state this expressly.
6. List the permitted actions. Separately specify the right to receive the goods, sign a delivery note or acceptance certificate, and record discrepancies. If the representative must not change the price or approve substitute goods, state that restriction.
7. Set the term and address substitution of authority. For a one-time delivery, it is convenient to state an end date. If the authority is not to be transferred to another person, say so expressly.
8. Sign the document. State the position, first name, and surname of the proper signatory and, for a legal entity, the basis of their authority.

Bank details, a specimen signature of the representative, and the chief accountant’s signature are not universally mandatory details for every power of attorney to receive goods. Do not leave blanks for material terms: enter the agreed content before signing and remove unnecessary fields.

Illustrative completion example

All names, people, numbers, and circumstances in this example are fictional. Before using it, replace them with details of your delivery and identify the proper signatory.

This description gives warehouse staff a specific task: deliver the specified goods to the identified person and accept their signature within the scope of the authority granted. If the delivery changes, the buyer should document the relevant authority before dispatch.

Term and limits of the representative’s authority

Under Article 247 of the Civil Code of Ukraine, the term is set out in the power of attorney itself. If no term is specified, it remains valid until its effect is terminated. The absence of an end date does not have the same consequence as the absence of the date on which the document was made.

For a one-time receipt, it is practical to set a term that allows for a rescheduled dispatch and name the specific order. For regular receipts, also identify the supplier, permitted documents, and limits on quantity or value. A long term by itself does not grant the representative unlimited rights.

Under Articles 238–239 of the Civil Code of Ukraine, a representative may perform only legal transactions that the principal is entitled to perform; the consequences of the representative’s actions accrue to the principal. A representative may not perform transactions of an exclusively personal nature, or act on the principal’s behalf in their own interests or simultaneously in the interests of another person they represent, except for statutory exceptions, including commercial representation.

The right to receive goods should not be interpreted as permission to amend the contract, approve an additional purchase, or accept a different assortment. Under Article 241, a legal transaction exceeding the representative’s authority creates rights and obligations for the principal only if the principal subsequently approves it, including through actions that indicate acceptance for performance. Therefore, if the order does not match the authority granted, the supplier should consider pausing transfer of the disputed portion and obtaining proper confirmation.

Can another person come in place of the representative?

Under Article 240 of the Civil Code of Ukraine, a representative must personally exercise the authority granted. Substitution of authority, meaning transfer of authority to another person, is allowed on the grounds specified in that article: where provided for by contract or law, or where the representative is compelled to do so to protect the principal’s interests. The representative must notify the principal and provide the necessary information about the substitute; otherwise, the representative is liable for the substitute’s actions as if they were their own.

As a general rule, a power of attorney issued by way of substitution must be notarized. The exceptions in part four of Article 245 concern the payments and postal correspondence specified there and do not provide a general exemption for receiving goods at a warehouse. The term of the substituted authority may not exceed the term of the original power of attorney.

If a driver is replaced before a trip, it is convenient for the buyer to issue a new power of attorney directly to the new recipient for an ordinary receipt. Handing them a document issued to someone else is not sufficient.

What the supplier should check before releasing goods

The warehouse manager should include the following steps in the internal dispatch procedure for the responsible employee:

1. Establish the recipient’s identity. Compare the details in the identity document presented with those in the document confirming authority. If they do not match, determine why before transferring the goods.
2. Establish the basis for representation. Read the power of attorney, the relevant contract terms, or the act of a legal entity’s governing body. Establish whether the person who issued the document had authority to grant these powers.
3. Check validity. The power of attorney must state the date it was made, and its stated term must not have expired. Also take into account any notices received about cancellation or other termination of authority.
4. Compare the permitted scope with the dispatch. Check the buyer, supplier, order, goods, quantity, and right to sign documents. For partial dispatches, take into account goods already transferred.
5. Document the actual transfer. Record the actual goods and quantities in a delivery note or certificate, identify the recipient, and obtain a proper signature or other information required by law to identify them.
6. Provide a document to the recipient. Give them a copy of the document or transaction record and retain the documents on which the supplier can rely to reconstruct the circumstances of release.

For repeat collections, it is convenient to track dispatches under each power of attorney. Illustrative example: if the authority allows receipt of 100 pieces and 60 have already been delivered under the first delivery note, the balance is 40 pieces. Warehouse staff should be able to see this balance before preparing the next delivery note.

The buyer and supplier should agree in advance where the original power of attorney will be kept and how authority will be confirmed for subsequent collections. The general rule in repealed Instruction No. 99 requiring a power of attorney to be left with the supplier on the first release does not need to be applied.

How to cancel a power of attorney or refuse to collect goods

Under Articles 248–249 of the Civil Code of Ukraine, representation terminates, in particular, upon expiry of the term, cancellation of the power of attorney, refusal by the representative, or termination of the legal entity that issued the power of attorney or to which it was issued. For individuals, the Code also specifies grounds relating to death, a declaration of death, a finding of incapacity, a declaration of absence, or a limitation of civil capacity. In the event of the principal’s death, a special exception applies to urgent matters or actions whose omission may cause losses.

The principal may cancel an ordinary power of attorney at any time; the law sets special rules for irrevocable powers of attorney. After cancellation, the principal must immediately notify the representative and known suppliers before whom the representative was to act. An internal order alone, without notifying those parties, is not sufficient to fulfill this duty properly.

A practical procedure is for the responsible person to state the date and number of the power of attorney, the representative’s name, and the fact of cancellation in a notice, send it through the agreed channels, and keep proof of delivery. The supplier should forward the notice to staff who release goods and record the prohibition on further dispatches under that document.

This matters because, under certain conditions, Article 249 preserves the consequences for the principal of actions taken by the representative before the representative knew or could have known about the cancellation. This rule does not apply if the third party knew or could have known that the power of attorney had terminated. After representation ends, the representative must immediately return the power of attorney, and any substituted authority ceases to be valid.

Under Article 250, a representative may refuse to perform the actions specified in the power of attorney by immediately notifying the principal. However, they may not refuse to perform urgent actions or actions intended to prevent losses to the principal or other persons. If an ordinary collection falls through, the buyer must agree with the supplier on a new recipient and document that person’s authority.

How to document acceptance of goods and retain records

A primary document is a document containing information about a business transaction. A delivery note or an acceptance and transfer certificate with the required details may serve as the document for transferring goods. Under Article 9 of Ukrainian Law No. 996-XIV “On Accounting and Financial Reporting in Ukraine”, primary documents are the basis for accounting for transactions.

The document recording the transfer of goods must include the document title, date of preparation, name of the enterprise on whose behalf it was prepared, the nature and scope of the transaction, unit of measure, positions and surnames of the responsible persons, and signatures or other information identifying the participants. The special provision in Article 9 allowing certain documents for services, work, and rental to be prepared without the customer’s details under specified conditions does not apply to an ordinary transfer of goods.

After delivery, the recipient hands the goods to the responsible employee of the store or warehouse and submits the documents to the person responsible for accounting. At the enterprise, the manager approves a schedule for the movement of primary documents by order, setting deadlines for their preparation or receipt, acceptance for accounting, processing, and transfer to the archive. Employees are informed of the deadlines and procedure for submitting documents according to their duties. This schedule may require the delivery note to be submitted on the day of delivery and specify who checks the actual quantity of goods against the document. Any shortage, damage, or other discrepancy must be recorded before signing a document that confirms receipt without reservation.

At the enterprise, the accountant checks primary documents for form and content under clauses 2.14–2.15 of Regulation No. 88. An immaterial defect does not automatically mean that the transaction cannot be recognized for accounting purposes if the document makes it possible to establish the participant, date, enterprise, nature, and scope of the transaction. This does not, however, remedy the void status of a power of attorney that lacks the date on which it was made.

It is convenient to retain documents confirming authority together with delivery notes or link them by number in a document management system. For electronic primary documents, comply with electronic document management requirements and ensure integrity is preserved. Automatically generated electronic primary documents may be used if they have a proper electronic signature or seal in accordance with the law.

The retention period should not be determined solely by the date the power of attorney was issued. For tax-related documents, clauses 44.3–44.4 of the Tax Code of Ukraine set different minimum periods. In particular, for ordinary primary and related tax documentation of legal entities covered by subparagraph 44.3.2, including legal entities under the simplified taxation system, the minimum is 1,825 days. For other documents not subject to the longer periods in subparagraphs 44.3.1–44.3.2, it is 1,095 days; a 2,555-day period applies to special tax control categories.

For documents used in tax reporting, the period starts on the date the report is submitted, or, if it is not submitted, on the filing deadline. Extensions in the cases provided for by clause 44.3, archival requirements, and pending audits or disputes must also be taken into account. Documents related to the subject of an audit, an administrative appeal, or court proceedings must be retained until the audit ends and the statutory period for appealing its results expires and/or the case is resolved by a court, but for no less than the minimum periods in clause 44.3 of the Tax Code of Ukraine.

The person responsible for accounting should determine the earliest destruction date for the set of documents after considering all applicable periods.

Official legal acts

• Civil Code of Ukraine dated 16 January 2003 No. 435-IV — Articles 237–250: grounds and limits of representation, powers of attorney, their form and term, substitution of authority, and termination.
• Regulation on Documentary Support for Accounting Records, approved by Order No. 88 of the Ministry of Finance of Ukraine dated 24 May 1995 — clauses 2.3–2.6 and 2.12–2.15, Chapters 5–6: recipient authority, primary documents, their movement and retention.
• Order No. 987 of the Ministry of Finance of Ukraine dated 30 September 2014, “On Amending the Regulation on Documentary Support for Accounting Records and Repealing Orders of the Ministry of Finance of Ukraine dated 16 May 1996 No. 99 and dated 24 March 2000 No. 61” — items 1, 2, and 4: methods of confirming authority and repeal of Instruction No. 99 from 1 January 2015.
• Law of Ukraine dated 16 July 1999 No. 996-XIV “On Accounting and Financial Reporting in Ukraine” — Articles 2 and 9: scope of application and requirements for primary documents.
• Tax Code of Ukraine dated 2 December 2010 No. 2755-VI — clauses 44.1 and 44.3–44.4: documentary support for tax figures and document retention periods.