Proxy Agreement

Proxy Agreement: Create a Verified Proxy Online

A verified proxy agreement appoints another person or company (the proxy holder) to vote or act on your behalf (as the principal). It sets out exactly what the proxy holder may do, any limits on their authority, how long the proxy lasts and how you can end it. Robot Lawyer drafts the agreement from your answers, for the law of the country or state you choose. On the Verified plan, a legal professional then checks it before you sign.

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What Is a Proxy Agreement?

A proxy agreement is a legal document in which one party gives another the authority to act for them. It is most often used for voting: a shareholder who cannot attend a general meeting appoints a proxy to attend, speak and vote for them. It can also cover wider decisions, such as managing an investment or signing documents for a business, in which case it works like a power of attorney.

The agreement makes the arrangement clear to everyone involved, including the company or organisation whose meetings the proxy attends, and protects the principal if the proxy holder goes beyond what was agreed.

When Do You Need a Proxy Agreement?

• Shareholder meetings
  You hold shares and want someone to vote for you at an annual or general meeting.
• Members' and partnership meetings
  You are a member of an association, club or partnership and cannot attend a vote.
• Secured loans and investments
  A lender or investor needs voting rights over shares as part of a deal, often as an irrevocable proxy.
• Business and financial decisions
  You want someone to make specific decisions for you for a set period, within limits you choose.

Voting Proxy or General Proxy?

• Voting proxy
  Limited to attending, speaking and voting at meetings of a company or other body. The agreement can include a form of proxy to lodge with the company.
• General proxy
  Gives authority beyond voting, such as financial, property or business decisions. It is treated as a power of attorney.
• Revocable or irrevocable
  A revocable proxy can be cancelled by notice. An irrevocable proxy is usually given to protect the proxy holder's own interest, such as a loan secured on the shares.

Robot Lawyer works out which type you need from your answers about the purpose and the powers.

Signing Requirements in Different Countries

Your agreement follows the signing formalities of the governing law you choose. A general proxy that goes beyond voting is usually treated as a power of attorney, which many countries require to be signed with extra formality, such as a witness or a notary. For a voting proxy in a company, the company's articles, bylaws or constitution may also set rules on how and when the proxy must be lodged. A few examples:

• UK
  In England and Wales, your agreement is drafted as a deed and signed in front of a witness, which gives the strongest form of execution. Scotland and Northern Ireland have their own formalities.
• United States
  A shareholder voting proxy follows the corporation law of the state concerned, and a general power of attorney is often notarised.
• Ireland
  Company proxies follow the Companies Act 2014 and the company's constitution, and a power of attorney is usually signed as a deed.
• Canada
  Corporate proxies follow federal or provincial corporations law, and powers of attorney follow the rules of each province.
• Australia
  Company proxies follow the Corporations Act 2001 and the company's constitution, and usually have to be lodged before the meeting.

These notes are general, so check any rules that apply to your company or meeting.

What's Included in Your Proxy Agreement?

• The parties
  The principal and the proxy holder, with their addresses.
• Authorised powers
  Exactly what the proxy holder may do, at which meetings or for which decisions.
• Limits and guidelines
  Any conditions on the proxy holder's authority and how they must vote or decide.
• Duration
  When the proxy starts and when it ends, including any events that end it automatically.
• Revocation
  Whether the proxy is revocable and, if so, how you cancel it.
• Duties and liability
  The proxy holder must act in good faith and within their authority, and is responsible for acting outside it.
• Optional terms
  Expenses, reporting and confidentiality, where you choose them.

How It Works on Robot Lawyer

1. Answer the questions
   Tell us who the parties are, what powers you are giving, any limits, and how long the proxy lasts.
2. Generate your agreement
   We draft a complete proxy agreement for the governing law you choose, with the right signing formalities.
3. Get it verified
   On the Verified plan, a qualified legal professional checks the agreement within 24 hours and makes amendments where needed. See how our documents are verified.
4. Sign and lodge it
   Sign it as the agreement requires and, for a voting proxy, give a copy to the company before the meeting.

Proxy Agreement FAQs

What is the difference between a proxy and a power of attorney?

A proxy is usually limited to voting at meetings. A power of attorney gives wider authority to act for someone. A proxy agreement that goes beyond voting is treated as a power of attorney. For an ordinary power of attorney, see our Ordinary Power of Attorney.

Can I cancel a proxy?

Yes, if it is revocable. You give written notice to the proxy holder and, for a voting proxy, to the company. Anything the proxy holder properly did before receiving your notice still stands. An irrevocable proxy can only be ended as the agreement allows.

Does a proxy agreement need to be witnessed?

It depends on the governing law. In England and Wales, for example, your agreement is drafted as a deed with a witness block, and in the US a notary acknowledgment may be added. Elsewhere, your agreement follows the local formalities and your answers.

Can a company be a proxy holder?

Yes. A company can be appointed, and it acts through its authorised representatives.

How long does a proxy last?

As long as the agreement says. You choose the start date and the end date or event, such as a particular meeting or a fixed period.

Create a Verified Proxy Agreement

Give someone clear, limited authority to act for you. Related documents: Shareholder Agreement, Shareholder Resolution, Ordinary Power of Attorney and Deed of Adherence.