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.
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When do I use this document?
- 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:
When do I use this document?
- for a services agreement between a shareholder and a joint venture company
- for a range of services, including office facilities, IT support and accounting, tax and HR services
- for a JV company which is a private limited company incorporated in England and Wales
What are the key features?
- 23 clauses and one schedule over 13 pages
- range of services to be provided, to be adapted to suit the circumstances
- fees and third party costs to be paid to the service provider
- limitations of liability for the service provider
- termination provisions, including the service provider ceasing to be a shareholder in the company
When do I use a shareholder operational services agreement?
A corporate shareholder may agree to provide operational and support services to a company, often as part of a joint venture. The company itself lacks the necessary resources and infrastructure required the operational and administrative tasks and roles.
Operational services that a shareholder may offer include:
- office facilities: desk space, meeting room and associated services
- IT: computer maintenance and support, exchange server products and services, website hosting and maintenance
- accounting: preparation of management accounts and assistance with annual statutory accounts preparation
- tax: assistance with the company’s tax filings and compliance
- personnel: support with payroll, recruitment and HR related matters
- insurance: participation in group insurance schemes and policies
The services may be provided by the shareholder itself through its own resources or by third party providers, often as part of the shareholder’s own services requirements.
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Updated by a lawyer on 15/08/2024
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