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 company’s statutory registers, also known as statutory books or company books.
  • for a private limited company.
  • for company registers which will be stored electronically.

What are the key features?

  • easy to complete statutory register template.
  • registers of:
    • members (shareholders).
    • share allotments.
    • share transfers.
    • directors.
    • company secretary.
    • directors’ residential addresses.
    • charges.
    • people with significant control (PSC Register).

What else do I need to know?

Companies Act 2006 requires a company to prepare and maintain certain statutory registers, including:

  • a register of directors and secretary and a separate register of directors’ residential addresses.
  • a register of members.
  • a register of charges (if created prior to 6 April 2013).
  • unless exempt, a register of people with significant control (a PSC Register).

These registers, often called the company’s statutory books, must be kept either at the company’s registered office or at another specified address.

Most of these registers can be inspected by the public on payment of a fee. The register of directors’ residential addresses is not available for public inspection.

The registers can be held in electronic form.

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Updated by a lawyer on 15/08/2024

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