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A Proxy Form is a document by which a registered member of a company appoints another person (the proxy) to attend a company meeting and vote on the member's behalf.
Every member of a company that is entitled to attend and vote at company meetings can either vote in person or through a proxy. For example, if a member will be absent from a company meeting, they have the right to appoint another person (a non-member of the company) to attend the meeting and vote in their stead. This person is therefore called a Proxy. For a person to act as a proxy, the member appointing the proxy must execute this document authorizing the proxy to attend the meeting and vote on their behalf.
The proxy will possess the same rights as the member. These rights include the right to attend, make contributions at the meeting, and vote at company meetings, and decisions made by the proxy will be valid as if the vote was given by the member provided that the proxy form allows him to do so.
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.
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.
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.
There are four major types of companies in Nigeria. According to the law, companies have the exclusive right to use proxies. However, in the case of 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 be allowed to use proxies. Therefore, before using this document, a member of this type of company should ensure that the company's Articles permit the use of proxies.
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 a proxy form along with the Notice of Meeting for their members to fill out the form 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.
The Companies and Allied Matters Act, 2020 applies to this document.
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Other names for the document: Annual General Meeting Proxy Form, Appointment of Proxy Form, Corporate Proxy, Form of Proxy, Instrument Appointing a Proxy