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 the appointment of an individual to provide consulting services through a service company
  • for a fixed term appointment or an appointment terminable on notice

What are the key features?

  • 24 clauses over 16 pages
  • time-based appointment for a fixed term, terminable by notice by either client or consultant
  • service performance obligations on the consultant company, including for performance of the services by the named individual
  • consulting fees on the basis of time spent at an agreed contractual rate
  • ownership of intellectual property rights arising from the services
  • status of the consultant as an independent contractor
  • early termination for breach and other circumstances

What else do I need to know?

Often, this type of Consultancy Agreement is also accompanied by a letter from the named individual to the client.  This will contain undertakings from the individual directly to the client covering the following:

  • that the individual owns the service company and will continue to do so
  • that the individual will be employed by the service company by the individual
  • that the client will own intellectual property rights in materials/work product generated by the individual
  • that the individual will be responsible for the service company’s performance of the consultancy agreement

We have a form of this side letter available – see

What other documents are available?

For a form of consultancy for a service company on a project basis, see

For forms of consultancy agreement with an individual consultant, see

Explanatory Guides

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

Updated by a lawyer on 15/08/2024

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