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Proxy Form

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Last revision 06/09/2019
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Last revision: 06/09/2019

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Proxy Form

A Proxy Form is a document used by registered members of a company authorizing another person (the proxy) to act on their behalf i.e to vote at company meetings in their absence.

Every member of a company who is entitled to attend and vote at company meetings has the option of voting in person or if such member will be absent at a particular meeting, through a proxy. For a person to act as a proxy, the member appointing the proxy must execute this document authorizing the proxy to act in its stead.

The proxy will possess the same rights as the member to attend, speak and vote at company meetings and any vote given in accordance with the terms of this document will be valid as if the vote was given by the member in person. This document outlines the name and address of the member, the name and address of the proxy, the company concerned and the manner in which the proxy should vote.

It is important for a member to vote by proxy as it enables their ownership interests to be fully represented even if the members can not attend the company meetings in person.

A proxy can only be used by members at company meetings as the law makes no provision for their use in meetings of board of directors. Flowing from this, the following are the types of company meetings wherein a proxy may be used:

  • Annual General Meeting: This is a meeting of the members of the company which usually holds once every year. Every company is required to hold its first annual general meeting within 18 months of incorporation and hold subsequent meetings at least once every year. The ordinary business of the Annual General Meeting are: declaration of dividends, re-election of directors, consideration of the financial statement of the company, election of company auditors and consideration of the auditor's remuneration. Note that any other business transacted at this meeting is a special business.
  • Extraordinary General Meeting: This is the meeting that can be convened whenever the need arises. Any member of the company can convene this meeting, provided that such member or members hold at least one tenth of the paid up capital or one tenth voting rights of the company. Also, any director can convene this meeting.

Note that proxies are not used in statutory meetings. Statutory meeting is the first meeting of the members of a public company limited liability company. It is held only once in a life time.

The various types of companies in Nigeria are as follows:

  • Private Company Limited by Shares. This is the most common type of company. The liability of the members is limited by the shares the shareholders hold in the company which remains unpaid. What this means is that in the event of winding up, the members are only liable to pay such amount of unpaid shares (if any). The membership of the company is between 2-50 members. That is, the members of this company must not exceed 50. The articles of association of this company must restrict the transfer of shares of the members of the company. Also, this type of company does not offer its shares to the members of the public. The name of the company must end with "Limited".
  • Public Company Limited by Shares. This is similar to the private company limited by shares but it can invite the members of the public to subscribe to its shares (that may be listed on the Nigerian Stock Exchange). There is no limit to the membership of the company. The name of the company must end with "PLC".
  • Unlimited Liability Companies. An unlimited liability company is a company that has no restriction on the responsibility of the members of the company. Consequently, members of an unlimited liability company will be held responsible for all the debts of the company until the debts are fully paid and there is no extent of liability. The name of the company must end with "Unlimited".
  • Company Limited by Guarantee. This company is used primarily for non-profit organizations that require legal personality. It does not have a share capital or shareholders, but has members who act as guarantors.

Note that the members of every type of company except the company limited by guarantee have the exclusive right to use proxies. However, for a company limited by guarantee, the Articles of Association of the company must authorize the use of proxy before a member of the company will use proxies. Therefore, it is important to go through the Articles first before using this document.

 

How to use this document

This document is usually used by a member of a company who will be absent or unavailable at company meetings. Some companies usually give this document to members along with the Notice of Meeting wherein the members will be required to fill in if they want to appoint a proxy to vote on their behalf.

In this document, the member's name and address will be entered, as well as the name of the company and the full name of the proxy. Then the member will decide whether the proxy must vote a certain way with respect to any issues and at what meeting the proxy will become valid.

After filling this form, the member must sign the document. If the member is a company, the common seal must be affixed on the document and signed by either two directors or one director and one secretary of the company. If the member is any other organization such as an incorporated trustee, one of the trustees must sign the document. If the member is a business name (such as a sole proprietorship or partnership), one of the proprietors must sign the document.

After signing the document, the member must deposit this document at the company's address not less than 48 hours before the time of the meeting at which the proxy proposes to vote.

 

Applicable law

The Companies and Allied Matters Act is the applicable law.

 

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