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?
- where one or more shareholders wish to remove a director
- where the Articles of Association do not include a simpler removal process
- as special notice pursuant to the Companies Act 2006 to remove a director
Key features
- special notice required to remove a director from office
- including an ordinary resolution to remove a director, for use by either a single shareholder or multiple shareholders
- alternative forms covering:
- removal of director only
- removal of director and appointment of replacement director
What else do I need to know?
Under section 168 of the Companies Act 2006, shareholders can remove a director by passing an ordinary resolution at a general meeting. This decision cannot be made by written resolution. The shareholder proposing the removal must give formal notice to the company. The Articles of Association cannot override this statutory process or change the notice periods required for the process.
Once the company receives special notice, the board must call a shareholder meeting. This meeting must take place at least 28 days after the notice is received. The director facing removal has the right to submit written representations, which the company must circulate to shareholders before the meeting.
The special notice may also propose appointing a new director to replace the one being removed.
In some companies, weighted voting rights can protect shareholder-directors being removed from office by granting them extra votes on removal resolutions. This is common in joint ventures, multi-shareholder businesses, or investor agreements where director rights need protection.
Being removed as a director does not affect employment rights, but it may lead to legal claims, such as wrongful dismissal. If the removed director is also a shareholder, they may claim unfair prejudice under the Companies Act 2006 – particularly in quasi-partnerships, where they expected to be involved in management. If the claim succeeds, the court may order other shareholders to buy their shares at fair value.
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Updated by a lawyer on 15/08/2024
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