A proxy is a person appointed by a shareholder to exercise all of the shareholder’s rights at a meeting of the company. These include rights to attend, speak and vote at the meeting.

What are the rights of shareholders to appoint a proxy?

Shareholders have a statutory under the Companies Act 2006 to appoint one or more proxies. If more than one proxy is appointed, the appointing shareholder must appoint each proxy to exercise the rights attached to different shares. The Articles of Association may contain more extensive rights on members or proxies that are conferred by the Companies Act 2006.

Can a proxy decide how to vote?

A proxy must vote in accordance with any instructions given by the member.

Shareholder meeting: proxy form

This form of proxy for shareholder meeting is a template proxy form for a general meeting of a private limited company. The proxy form is for the appointment of a single proxy.

to accompany the notice of a general meeting of shareholders of a private limited company
for the appointment of a proxy by a shareholder to attend and vote at the general meeting

What are the key features?

option to appoint either a named individual or the chair of the meeting as the proxy
option to direct the proxy to vote either for or against each resolution
includes notes for completing and delivering the proxy form to the company in advance of the meeting

What else do I need to know?

Shareholders have a statutory right under the Companies Act 2006 to appoint one or more proxies to exercise all their rights at a shareholder meeting, including the rights to attend, speak and vote at the meeting. The proxy appointment need not include voting instructions for the proxy. However, if instructions are provided, the proxy must vote according to the member’s instructions. If more than one proxy is appointed, each proxy must be assigned to exercise the rights attached to different shares.

How is a proxy appointed?

A proxy is appointed by the shareholder completing and delivering a written proxy notice to the company prior to the general meeting. Each general meeting notice must include a statement of shareholders’ rights to appoint one or more proxies. Typically, the form of proxy is included with the general meeting notice.

The Articles of Association may specify the form and contents of a proxy notice and the deadline for its delivery in advance of the general meeting. This deadline cannot exceed 48 hours prior to the meeting, considering working days only.

What other documents are available?

Related documents for calling and holding general meetings include:

Description

When do I use this document?

if a shareholder has lost its original share certificate or it has been destroyed
if applicable, alongside a transfer of the shares covered by the lost or destroyed original certificate

What are the key features?

different forms of indemnity, depending on whether the shareholder is also transferring shares
alternative forms of indemnity, depending on whether the shareholder is an individual or a company

What else do I need to know?

What is a share certificate?

A share certificate is a document evidencing ownership of shares in a company. By law, shareholders are entitled to receive this certificate when they acquire shares, either through allotment or transfer.

What happens if a share certificate is lost or destroyed?

If a shareholder loses or destroys their certificate, they can ask the company for a replacement. To safeguard itself, the company will usually require a lost share certificate indemnity. This is a legal undertaking under which the shareholder agrees to cover any losses the company might face by issuing the replacement.

What risks does the indemnity protect against?

The indemnity protects the company from risks such as:

Duplicate Claims: If the original certificate reappears, someone else might claim ownership, causing disputes or financial loss.
Fraudulent Claims: A person could falsely claim to have lost the certificate and misuse the replacement, for example, by attempting to sell the shares unlawfully.
Administrative Errors: Mistakes in issuing a replacement or registering a transfer without the original certificate could lead to legal administrative errors.
Legal Liability: If a replacement certificate or transfer is improperly handled, the company might be held responsible for resulting losses.

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

£25.00 exc VAT

Updated by a lawyer on 15/08/2024

Updated By a lawyer on 11/15/2022

Create your document in 3 Easy Steps

“I have worked in legal and business affairs for over 25 years and need access to a wide range of corporate and commercial legal precedents. Paperrock is a refreshing source of high-quality legal templates. Superb value for money.”

Amanda | Bannister Creative

“It’s hard to find legal documents on the internet you can really trust. Knowing an expert lawyer has drafted what I need, gives my business the edge and gives me peace of mind.”

Shareholder meeting: proxy form