[{"data":1,"prerenderedAt":514},["ShallowReactive",2],{"document-proxy-agreement-D13181":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":513},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"PROXY AGREEMENT This Proxy Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY A NAME], (\"Party A\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY B NAME], (\"Party B\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND [SHAREHOLDER], (\"Party C\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Party A, Party B and Party C shall be referred to as the \"Parties.\" WHEREAS, Party A is a business company incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party B is a company engaged in the business of [PURPOSE OF BUSINESS] incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party A has entered a series of agreements, collectively the \"Main Agreements,\" which include the \"Exclusive Consult and Services Agreement,\" \"Operating Agreement\" and \"Equity Pledge Agreement,\" and \"Exclusive Option Agreement\", with Party B, or Party B and Party B's Shareholder together, concurrently with this Agreement; WHEREAS, Party A, Party B and Party C agree to further clarify issues relative to the exercise of voting power over the registered capital of Party B occupied and held by Party C pursuant to provisions of this Agreement. NOW, THEREFORE, the Parties, after friendly negotiations, hereby agree below: AUTHORIZATION OF VOTING POWER Party C hereby undertakes that it shall execute a Power of Attorney upon the execution of this Agreement, entrusting Party A to exercise the following rights entitled to it pursuant to the then-effective articles of association of the Company (collectively the \"Entrusted Rights\"): Attending shareholders' meetings of Party B as proxy of the Shareholder. Exercising voting rights on behalf of the Shareholder on all issues (including but not limited to appointment and election of the directors, general manager and other senior management of the Company) required to be discussed and resolved by the shareholders' meeting Proposing to convene interim shareholders' meetings; and Other shareholder voting rights under the articles of association of the Company (including such other shareholder voting rights as provided after amendment to such articles of association). Party A shall perform the entrusted obligations lawfully with diligence and duty of care within the authorization scope. The Shareholder of Party B shall acknowledge and be liable for any legal consequences arising from Party A's exercise of the aforesaid Entrusted Rights. The Shareholder of Party B hereby acknowledges that in exercising the aforesaid Entrusted Rights, Party A is not required to seek the prior opinion of the Shareholder. However, Party A shall inform the Shareholder in a timely manner of any resolution or proposal on convening an interim shareholders' meeting after such resolution or proposal is made. RIGHT TO INFORMATION For the purpose of exercising the Entrusted Rights hereunder, Party A is entitled to have access to information including Party B's operation, business, clients, finance, staff, etc., and access to relevant materials of the Company. The Company shall fully cooperate with Party A in this regard. EXERCISE OF ENTRUSTED RIGHTS The Shareholder of Party B shall provide sufficient assistance to Party A for its exercise of the Entrusted Rights, including prompt execution of the resolutions of the shareholders' meeting of the Company or other related legal documents made by Party A when necessary (e.g., when the submission of such documents is necessary for the approval of, or registration or filing with government authorities). If at any time within the term of this Agreement, the granting or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default by the Shareholder or the Company), the Parties shall immediately seek a most similar substitute for the provision unenforceable, and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, so as to ensure the fulfillment of the purpose hereof. EXEMPTION AND INDEMNIFICATION Party B and Party C agree to indemnify and hold harmless Party A against all losses which it suffers or may suffer in connection with Party A's exercise of the Entrusted Rights, including but not limited to, any loss resulting from any litigation, demand, arbitration, claim initiated by any third party against them, and losses from administrative investigation or penalty by government authorities. However, losses suffered as a result of the intentional misconduct or gross negligence of Party A shall not be indemnified. REPRESENTATION AND WARRANTIES The Shareholder of Party B hereby respectively represents and warrants as follows: The Shareholder has full power and authority to execute and deliver this Agreement and all other documents to be entered into by it which are related to the transaction contemplated hereunder, as well as to consummate such transaction. This Agreement shall be duly and lawfully executed and delivered by the Shareholder and shall constitute the legal and binding obligations, enforceable against it in accordance with the terms hereof.",null,"Proxy Agreement","5",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/proxy-agreement-D13181.png","https://templates.business-in-a-box.com/imgs/250px/13181.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13181.xml",{"title":15,"description":6},"proxy agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Partnership Agreements","/templates/partnership-agreement/","Proxy Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13181.png","https://templates.business-in-a-box.com/imgs/600px/13181.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":18,"url":19},{"label":34,"url":35},"Equity & Mergers","/templates/equity-and-mergers/",[37,41,45,49,53,57,61,65,69,73,77,81,85,101,115,132,148,167],{"label":38,"url":39,"thumb":40,"extension":10},"Proxy Irrevocable","/template/proxy-irrevocable-D19","https://templates.business-in-a-box.com/imgs/250px/19.png",{"label":42,"url":43,"thumb":44,"extension":10},"Proxy Revocable","/template/proxy-revocable-D20","https://templates.business-in-a-box.com/imgs/250px/20.png",{"label":46,"url":47,"thumb":48,"extension":10},"Proxy Revocation","/template/proxy-revocation-D21","https://templates.business-in-a-box.com/imgs/250px/21.png",{"label":50,"url":51,"thumb":52,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":54,"url":55,"thumb":56,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":58,"url":59,"thumb":60,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":62,"url":63,"thumb":64,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":66,"url":67,"thumb":68,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":70,"url":71,"thumb":72,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":74,"url":75,"thumb":76,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":78,"url":79,"thumb":80,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":82,"url":83,"thumb":84,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":9,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":100},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":93,"description":6},"shareholders agreement",[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":98,"url":99},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":110,"keywords":113,"url":114},"VOTING TRUST AGREEMENT This Voting Trust Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Employee\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Trustee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS the authorized capital of [COMPANY NAME] (\"Employee\") consists of an unlimited number of Class A common shares and Class B special common shares; WHEREAS Employee has offered to its shareholders of record as at [EFFECTIVE DATE] as well as to its employees, directors and officers the right to subscribe for certain numbers of Class A common shares in the capital stock of Employee at a subscription price of [AMOUNT] per share; WHEREAS the Employees of Employee (the \"Employee\") have subscribed for, in the aggregate, [NUMBER] Class A common shares in the capital stock of Employee (the \" Employee Shares\"); WHEREAS each of the Employee believes it to be in the best interests of Employee that, insofar as he has indicated his desire to subscribe for and purchase Class A common shares of Employee under the said rights offering, the Trustee exercise all the voting rights attached to his shares in respect of the matters set forth herein, subject to the conditions and terms set out herein below; NOW THEREFORE AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OF OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY WHEREOF IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER AS FOLLOWS: TRANSFER OF SHARES TO TRUSTEE Transfer of Shares The Employee hereby agrees that upon his subscription for and purchase of Class A common shares of Employee, he shall transfer and assign to the Trustee the aggregate number of shares in the capital stock of Employee beneficially owned by him and shall deliver to the Trustee share certificates representing such shares, duly endorsed for transfer in favor of the Trustee. The Employee shall cause the Trustee to be recorded on the books and records of Employee as the registered holder thereof and shall cause Employee to issue to and deliver to the Trustee a share certificate or certificates in the name of the Trustee, representing the shares so transferred. Issue of Voting Trust Certificates Upon receipt by the Trustee of the share certificate or certificates representing the shares of Employee beneficially owned by the Employee, the Trustee shall issue to the Employee [NUMBER] or more voting trust certificates representing the number of shares of Employee transferred and delivered by such shareholder to the Trustee, which voting trust certificates shall be substantially in the form annexed hereto as Schedule [SPECIFY]. Register of Voting Trust Holders The Trustee shall maintain a register of the holders of voting trust certificates (a \"Voting Trust Certificate Holder\") and a register of the transfer of voting trust certificates. The registered holder of a voting trust certificate shall be deemed for all purposes to be the owner thereof notwithstanding any notice to the contrary. Voting trust certificates shall not be transferable except as provided in the Amended and Restated Shareholders Agreement relating to Employee entered into as of [DATE] (the \"Shareholders Agreement\"). Subject to the Shareholders Agreement, voting trust certificates shall be transferable, in accordance with their terms, upon surrender to the Trustee by the registered holder thereof of the voting trust certificates duly endorsed by the registered holder. Upon receipt of such voting trust certificate, duly endorsed, the Trustee shall issue and deliver to the transferee thereof, a new voting trust certificate, registered in the name of the transferee. Each transferee of a voting trust certificate by his acceptance thereof, shall be deemed to be a party hereto and shall be embraced within the meaning of the terms \"Voting Trust Certificate Holder\" and \"Voting Trust Certificate Holders\" whenever used herein. The Trustee shall be entitled to rely on an opinion of his counsel in order to determine whether the Shareholders Agreement has been complied with, as provided in Section [NUMBER] hereof. Additional Shares In the event that a Employee or purchases or otherwise acquires any such additional shares, he shall forthwith transfer the aggregate number of all such shares to the Trustee and the provisions of sections 1.1 and 1.2 hereof shall apply mutantis mutandis to such transfer, purchase or acquisition. The Trustee shall hold all such additional shares subject to the terms of this Agreement in like manner and to the same effect as if the same had been originally transferred and delivered to him. RIGHTS AND DUTIES OF TRUSTEE Voting and Shareholder's Rights During the continuance of this Agreement and subject to the terms hereof, the Trustee shall, as to all shares of Employee held in trust pursuant to the terms hereof, possess and be exclusively entitled in his sole discretion to exercise all shareholder's rights of every kind and nature in connection with such shares, including, without limiting the generality of the foregoing, the right to receive all notices of and to attend at all meetings of the shareholders of Employee and to vote in person or by proxy thereat. No Voting by Voting Trust Certificate Holder A Voting Trust Certificate Holder shall not have any right, with respect to any shares held by the Trustee, to vote or take part in or consent to any corporate or shareholders' action of Employee. Acceptance of Trustee The Trustee accepts the trusts hereunder and agrees to carry out and discharge the same as herein provided unless and until he is discharged therefrom. The Trustee may act on the opinion or advice of his legal counsel or other chosen experts and shall not be responsible for any loss occasioned by so acting and shall incur no liability or responsibility for deciding in good faith not to act upon any such opinion or advice. The Trustee may pay such experts a reasonable remuneration for such opinion and advice. Indemnification of Trustee The Trustee assumes no responsibility as such in connection with the management of the business and affairs of Employee by its directors or officers or in connection with any action taken by the directors or officers of Employee. In addition, the parties hereto agree that the Trustee shall not incur any liability or responsibility by reason of any error or mistake of any kind or arising out of any matter or thing whatsoever done or omitted to be done under or in relation to this agreement, save and except for his own willful neglect and default. The Voting Trust Certificate Holder shall indemnify the Trustee against all costs, charges, expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Trustee in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been Trustee, if the Trustee acted honestly and in good faith with a view to the best interests of the Voting Trust Certificate Holder, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable ground for believing that his conduct was lawful.","Voting Trust Agreement","7",65,"https://templates.business-in-a-box.com/imgs/1000px/voting-trust-agreement-D926.png","https://templates.business-in-a-box.com/imgs/250px/926.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#926.xml",{"title":6,"description":6},[111,112],{"label":18,"url":96},{"label":18,"url":96},"voting trust agreement","/template/voting-trust-agreement-D926",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":9,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":131},"STOCK TRANSFER AGREEMENT This Stock Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Transferor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Transferee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS: 1. The undersigned is the registered and beneficial owner of [NUMBER] Class [SPECIFY] Shares in the capital stock of [COMPANY NAME] Corporation (\"[COMPANY NAME]\"); 2. The undersigned wishes to sell and transfer the said Shares to [COMPANY NAME] (the \"Transferee\"); NOW THEREFORE, FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the Transferee [NUMBER] Class [SPECIFY] Shares of [COMPANY NAME] registered in the name of the undersigned on the books of [COMPANY NAME]. IT IS HEREBY AGREED THAT: TRANSFER OF SHARES Sale and Transfer: The Transferor agrees to sell, assign, and transfer to the Transferee, and the Transferee agrees to purchase from the Transferor, the Shares for the total purchase price of [PURCHASE PRICE] (the \"Purchase Price\"). Delivery of Shares: Upon execution of this Agreement and receipt of the Purchase Price, the Transferor shall deliver to the Transferee the share certificate(s) representing the Shares, duly endorsed for transfer or accompanied by duly executed stock powers, and any other documents necessary to transfer ownership of the Shares to the Transferee. PURCHASE PRICE 2.1 Payment: The Transferee shall pay the Purchase Price to the Transferor in [SPECIFY FORM OF PAYMENT, e.g., cash, check, bank transfer], on or before [CLOSING DATE]. 2.2 Adjustment: There shall be no adjustment to the Purchase Price for any dividends declared or paid on the Shares after the date of this Agreement and before the Closing Date. REPRESENTATIONS AND WARRANTIES 3.1 Transferor's Representations: The Transferor represents and warrants that: a) The Transferor is the sole legal and beneficial owner of the Shares. b) The Shares are free and clear of all liens, claims, and encumbrances. c) The Transferor has full power and authority to enter into this Agreement and to transfer the Shares to the Transferee. 3.2 Transferee's Representations: The Transferee represents and warrants that: a) The Transferee has full power and authority to enter into this Agreement and to purchase the Shares. b) The Transferee is acquiring the Shares for investment purposes and not with a view to or for sale in connection with any distribution thereof. CONDITIONS PRECEDENT 4.1 The obligations of the Transferor and the Transferee under this Agreement are subject to the following conditions: a) Compliance with all applicable laws and regulations relating to the transfer of the Shares. b) Approval by the Company's Board of Directors or any other necessary corporate body, if required.","Stock Transfer Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/stock-transfer-agreement-D14069.png","https://templates.business-in-a-box.com/imgs/250px/14069.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14069.xml",{"title":123,"description":6},"stock transfer agreement",[125,128],{"label":126,"url":127},"Business Plan Kit","business-plan-kit",{"label":129,"url":130},"Administration","business-administration","/template/stock-transfer-agreement-D14069",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":141,"keywords":146,"url":147},"GENERAL POWER OF ATTORNEY This General Power of Attorney (the \"Agreement\") is made and effective [DATE], BETWEEN: [ATTORNEY NAME] (the \"Attorney\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS KNOW ALL MEN BY THESE PRESENTS, that this Power of Attorney is given by Client to Attorney and that the Client hereby appoints Attorney to be its attorney and to do in its name and on its behalf anything that the Client can lawfully do by an attorney, including but not limited to; To ask, demand, sue for, recover, collect, and receive all sums of money, debts, dues, accounts, legacies, bequests, interest, dividends, annuities, and demands of every type that are now or may later become due, owing, payable or belonging to Client and have, use, and take all lawful ways and means in Client's name or otherwise for the recovery thereof, by attachments, arrest, distress, or otherwise, and to compromise and agree for them and acquaintances or other sufficient discharges for them; For Client and in its name, to make, seal, and deliver, to bargain, contract, agree for, purchase, receive, and take lands, and tenements, and accept the possession of all lands, and all deeds and other assurances, in the law therefore, and to lease, let, demise, bargain, sell, release, convey, mortgage, and hypothecate lands, and tenements on the terms and conditions and under the covenants as Attorney thinks fit;","General Power of Attorney","3",36,"https://templates.business-in-a-box.com/imgs/1000px/general-power-of-attorney-D1037.png","https://templates.business-in-a-box.com/imgs/250px/1037.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1037.xml",{"title":6,"description":6},[142,143],{"label":18,"url":96},{"label":144,"url":145},"Power of Attorney","power-of-attorney","general power attorney","/template/general-power-of-attorney-D1037",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":165,"url":166},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution","1",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[158,159,162],{"label":126,"url":127},{"label":160,"url":161},"Board of Directors","board-of-directors",{"label":163,"url":164},"Board Resolutions","business-resolutions","board resolution","/template/board-resolution-D78",{"description":168,"descriptionCustom":6,"label":169,"pages":151,"size":9,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":175,"keywords":179,"url":180},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: NOTICE OF MEETING OF DIRECTORS Dear [Contact name],","Notice of Meeting of Directors","https://templates.business-in-a-box.com/imgs/1000px/notice-of-meeting-of-directors-D8.png","https://templates.business-in-a-box.com/imgs/250px/8.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#8.xml",{"title":174,"description":6},"notice of meeting of directors",[176,177,178],{"label":126,"url":127},{"label":160,"url":161},{"label":18,"url":96},"notice meeting directors","/template/notice-of-meeting-of-directors-D8",false,{"seo":183,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":254,"clauses":288,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":445,"diy_vs_lawyer":458,"jurisdictions":471,"related_template_ids_curated":492,"schema":501,"classification":502},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"Proxy Agreement Template (Free Word)","Free proxy agreement template for shareholders appointing a proxy to vote shares at a meeting. Used in 190+ countries. Free Word and PDF download.","proxy agreement template",[188,189,190,191,192,193,194,195],"shareholder proxy agreement","proxy voting agreement template","proxy agreement template word","proxy agreement template free","shareholder proxy form","proxy authorization agreement","corporate proxy agreement","voting proxy template",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200,"notarization_required":181},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Proxy Agreement is a legally binding document under which a shareholder (the principal) authorizes another person or entity (the proxy) to attend a shareholder meeting and vote their shares on their behalf. This free Word download covers scope of authority, specific voting instructions, term, revocability, and indemnification — and can be adapted for both private companies and publicly listed entities subject to securities-law disclosure requirements.\n","Use it whenever a shareholder cannot attend an annual general meeting, extraordinary general meeting, or special resolution vote in person and wants to ensure their shares are voted according to specific instructions. It is also required when a controlling shareholder delegates voting authority to a trustee, fund manager, or legal representative on an ongoing basis.\n","Identification of the principal shareholder and appointed proxy, the specific shares covered and the meeting(s) authorised, itemised voting instructions per resolution, the term and conditions for revocation, confidentiality obligations, and a mutual indemnification clause protecting both parties against losses arising from good-faith proxy exercise.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Individual shareholders","Authorizing a trusted person to vote their shares when they cannot attend a meeting","persona-individual-investor",{"title":213,"use_case":214,"icon_asset_id":215},"Institutional fund managers","Delegating voting authority over portfolio company shares to an authorized representative","persona-fund-manager",{"title":217,"use_case":218,"icon_asset_id":219},"Corporate secretaries","Issuing standardized proxy forms to shareholders ahead of an annual general meeting","persona-corporate-secretary",{"title":221,"use_case":222,"icon_asset_id":223},"Estate executors and trustees","Exercising shareholder voting rights held in a deceased estate or trust","persona-trustee",{"title":225,"use_case":226,"icon_asset_id":227},"Startup founders","Granting a co-founder or board member authority to vote shares during an overseas absence","persona-startup-founder",{"title":229,"use_case":230,"icon_asset_id":231},"Private equity and venture capital firms","Formalizing voting authority delegated to a portfolio management team member","persona-venture-capitalist",[233,237,240,244,248,251],{"situation":234,"recommended_template":235,"slug":236},"Appointing a proxy for a single, specific shareholder meeting","Proxy Agreement (Limited)","proxy-agreement-D13181",{"situation":238,"recommended_template":239,"slug":236},"Granting ongoing proxy authority covering all future meetings for a defined period","General Proxy Agreement",{"situation":241,"recommended_template":242,"slug":243},"Transferring full voting and economic rights in shares to a third party","Share Transfer Agreement","stock-transfer-agreement-D14069",{"situation":245,"recommended_template":246,"slug":247},"Documenting how multiple shareholders will coordinate their votes","Voting Agreement","voting-trust-agreement-D926",{"situation":249,"recommended_template":87,"slug":250},"Establishing governance rights between shareholders at the outset","shareholders-agreement-D1016",{"situation":252,"recommended_template":144,"slug":253},"Temporarily transferring management authority rather than voting rights","general-power-of-attorney-D1037",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Principal","The shareholder who grants proxy authority — the person whose shares will be voted by the appointed proxy.",{"term":259,"definition":260},"Proxy","The individual or entity authorized to attend a shareholder meeting and cast votes on the principal's behalf.",{"term":262,"definition":263},"Scope of Authority","The defined boundaries of the proxy's power — which meeting(s), which resolutions, and whether the proxy may vote on procedural matters not listed in the instructions.",{"term":265,"definition":266},"Revocable Proxy","A proxy that the principal can cancel at any time before the vote is cast, typically by delivering written notice to the proxy and the company.",{"term":268,"definition":269},"Irrevocable Proxy","A proxy that cannot be cancelled for a defined period, usually because it is coupled with an interest — such as a pledged security or a financing arrangement.",{"term":271,"definition":272},"Discretionary Voting","Authority granted to a proxy to vote on resolutions not specified in the instructions, using their own judgment.",{"term":274,"definition":275},"Quorum","The minimum number of shares or shareholders that must be present or represented at a meeting — by proxy or in person — for any vote to be valid.",{"term":277,"definition":278},"Record Date","The date on which share ownership is determined for the purpose of identifying who is entitled to vote at an upcoming meeting.",{"term":280,"definition":281},"Proxy Statement","A disclosure document filed with a securities regulator (e.g., the SEC or FCA) by public companies soliciting shareholder proxies, detailing the items to be voted on.",{"term":283,"definition":284},"Coupled Interest","An arrangement where proxy authority is given as security for a financial obligation, making the proxy irrevocable until that obligation is discharged.",{"term":286,"definition":287},"Beneficial Owner","The person who enjoys the economic benefits of share ownership (dividends, sale proceeds) even when the legal title is held by a nominee or broker.",[289,294,299,304,309,314,319,324,329],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and share identification","Names the principal shareholder and the appointed proxy as legal entities or natural persons, and precisely identifies the shares covered by the appointment — by class, number, and certificate or account reference.","[PRINCIPAL FULL LEGAL NAME] ('Principal'), holder of [NUMBER] [CLASS] shares in [COMPANY NAME] (the 'Company') (share certificate / account ref: [REFERENCE]), hereby appoints [PROXY FULL LEGAL NAME] ('Proxy') as proxy in respect of those shares.","Describing shares by percentage rather than number. If new shares are issued between signing and the meeting, a percentage-based description creates ambiguity about how many shares the proxy actually controls.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Scope and meeting authorization","Specifies whether the proxy is authorized for a single named meeting, all meetings within a calendar year, or all meetings during the agreement's term — and states whether the proxy may vote on procedural or incidental matters not listed in the voting instructions.","This appointment applies to the [Annual General / Extraordinary General / Special] Meeting of the Company to be held on [DATE] at [LOCATION], and any adjournment thereof. The Proxy is / is not authorized to vote at the Proxy's discretion on matters not specifically addressed in Schedule A.","Omitting 'and any adjournment thereof.' If a meeting is adjourned and reconvened, a proxy limited to the original date becomes invalid, forcing the shareholder to issue a new instrument.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Voting instructions","Sets out, resolution by resolution, whether the proxy must vote for, against, or abstain — and clarifies what happens on resolutions not listed (either abstain by default or vote at the proxy's discretion).","In respect of each resolution listed in Schedule A, the Proxy shall vote as indicated: [RESOLUTION 1] — FOR / AGAINST / ABSTAIN; [RESOLUTION 2] — FOR / AGAINST / ABSTAIN. On any resolution not listed, the Proxy shall [abstain / vote at the Proxy's discretion].","Leaving voting instructions blank and relying on verbal direction. Without written instructions, the proxy may vote contrary to the shareholder's intent with no recourse.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Term and expiry","States the date on which the proxy authority takes effect, when it automatically expires, and what events — such as the principal's death or insolvency — cause immediate termination by operation of law.","This appointment is effective from [EFFECTIVE DATE] and shall expire upon the conclusion of the meeting(s) referenced above, unless earlier revoked. The appointment terminates automatically upon the death, legal incapacity, or insolvency of the Principal, subject to applicable law.","Using an open-ended term with no expiry. An undated or perpetual proxy may be treated as irrevocable in some jurisdictions, stripping the principal of voting rights indefinitely.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Revocability","States whether the proxy is revocable or irrevocable; if revocable, sets out the notice procedure — written notice to the proxy and delivery to the company's registered office or transfer agent before the meeting.","This proxy is [revocable / irrevocable]. If revocable, the Principal may revoke this appointment at any time before the commencement of voting by delivering written notice to the Proxy and to the Company's registered office at [ADDRESS], not less than [X] hours before the meeting.","Declaring a proxy irrevocable without a coupled interest. Courts in most jurisdictions will treat an irrevocable proxy unsupported by a security interest as revocable, exposing both parties to voting uncertainty.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Representation and warranties","The principal warrants that they are the registered owner of the named shares, that the shares are not subject to any other proxy, charge, or voting restriction, and that they have full authority to grant the appointment.","The Principal represents and warrants that: (a) the Principal is the registered holder of the Shares free from any lien, charge, or competing proxy; (b) no other person has been appointed proxy in respect of the Shares; and (c) the Principal has full power and authority to execute this Agreement.","Omitting the 'no competing proxy' warranty. If the principal has previously granted a proxy to a different person, two conflicting proxies may be presented at the meeting, triggering a disputed vote.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Confidentiality","Requires the proxy to keep the principal's voting instructions and any non-public information about the company's agenda confidential, both before and after the meeting.","The Proxy shall keep confidential all voting instructions provided under this Agreement and any non-public information relating to the Company disclosed in connection with the meeting, and shall not disclose such information to any third party without the prior written consent of the Principal.","No confidentiality clause at all. In contested elections or M&A situations, early disclosure of a major shareholder's voting intentions can affect share price and market dynamics.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Indemnification","The principal indemnifies the proxy for losses arising from good-faith compliance with the voting instructions; the proxy indemnifies the principal for losses arising from acting outside the scope of authority or in bad faith.","The Principal shall indemnify and hold harmless the Proxy against any loss, liability, or expense incurred in good faith in the proper exercise of the authority conferred by this Agreement. The Proxy shall indemnify the Principal against losses arising from any act outside the scope of authority or in breach of this Agreement.","One-sided indemnification protecting only the proxy. Without reciprocal indemnification, a principal has no contractual remedy if the proxy votes contrary to instructions or exceeds their authority.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and dispute resolution","Specifies which jurisdiction's corporate and contract law governs the agreement, and whether disputes go to arbitration, mediation, or the courts.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising under this Agreement shall be resolved by [binding arbitration / the courts of [JURISDICTION]], and the parties consent to the exclusive jurisdiction of those courts.","Choosing a governing law different from the jurisdiction in which the company is incorporated. Corporate law obligations — including proxy validity requirements — are typically governed by the law of incorporation, not the parties' chosen contract law.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Identify and name both parties correctly","Enter the principal's full legal name as it appears on the share register, and the proxy's full legal name or registered entity name. For institutional proxies, include the entity's registration number.","Cross-reference the company's share register before signing — a name mismatch between the proxy form and the register is the single most common reason proxy appointments are rejected at the meeting.",{"step":341,"title":342,"description":343,"tip":344},2,"Specify the shares by class and number","Enter the exact number of shares covered, their class (e.g., ordinary, preferred, Class A), and the share certificate number or brokerage account reference. Do not use percentages.","If your shares are held in street name through a broker, obtain a legal proxy from the broker first — you cannot appoint a third-party proxy directly until you hold a legal proxy yourself.",{"step":346,"title":347,"description":348,"tip":349},3,"Name the specific meeting and any adjournment","Enter the full name of the meeting (Annual General Meeting, Extraordinary General Meeting, or Special Meeting), the scheduled date, and the venue or virtual meeting link. Add 'and any adjournment thereof' to cover reconvened sessions.","Check the company's notice of meeting for the exact official meeting name — using a different description can create a validity dispute.",{"step":351,"title":352,"description":353,"tip":354},4,"Complete the voting instructions in Schedule A","List every resolution from the meeting agenda and mark each as FOR, AGAINST, or ABSTAIN. For resolutions not yet known, decide whether the proxy votes at their discretion or abstains by default.","Request a draft agenda from the company secretary as soon as the meeting notice is issued — proxies submitted without complete instructions are frequently exercised in management's favor by default.",{"step":356,"title":357,"description":358,"tip":359},5,"Choose revocable or irrevocable and set the notice period","Select revocable for a standard meeting proxy. If irrevocable, document the coupled interest that supports that election. For revocable proxies, set a notice cutoff of at least 24–48 hours before the meeting.","Most public company bylaws and corporate statutes specify a minimum notice period for proxy revocation — check the company's articles before setting a shorter window.",{"step":361,"title":362,"description":363,"tip":364},6,"Set the term and expiry","Enter the effective date and an explicit expiry — typically 'upon conclusion of the meeting and any adjournment.' If the proxy covers multiple future meetings, set a calendar end date no more than 12 months out.","For listed companies in the US and UK, a proxy that does not specify an expiry date is treated as valid for 11 months or less by default under applicable securities regulations.",{"step":366,"title":367,"description":368,"tip":369},7,"Execute and deliver before the submission deadline","Both the principal and proxy must sign, with the date of execution. Deliver the executed proxy to the company's registered office or transfer agent — check the meeting notice for the submission deadline, typically 48–72 hours before the meeting.","Some companies require the proxy to be notarized or witnessed — confirm the execution requirements in the company's articles or the meeting notice before signing.",{"step":371,"title":372,"description":373,"tip":374},8,"Retain executed copies and confirm receipt","Keep a fully signed copy for your records and request written confirmation from the company that the proxy has been received and accepted. Check the proxy list published before the meeting if the company releases one.","For material votes — M&A transactions, contested director elections — follow up by phone with the company secretary or transfer agent on the day before the submission deadline to confirm receipt.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"Submitting after the proxy deadline","Companies and transfer agents enforce strict submission deadlines — typically 24–72 hours before the meeting. A proxy received late is void, and the shares go unvoted.","Check the meeting notice for the exact submission deadline on the day you receive it, and build in at least 48 hours of buffer for execution, delivery, and acknowledgment.",{"mistake":381,"why_it_matters":382,"fix":383},"Using percentage-based share descriptions","If new shares are issued or a stock split occurs between the proxy date and the meeting date, the number of shares the proxy controls becomes ambiguous and can be disputed.","Always identify shares by the exact number and class as of the record date, plus the share certificate or account reference number.",{"mistake":385,"why_it_matters":386,"fix":387},"Declaring an irrevocable proxy without a coupled interest","Courts in most common-law jurisdictions treat an irrevocable proxy with no underlying financial interest as revocable by operation of law, defeating the purpose of the irrevocability clause.","Only mark a proxy irrevocable when it is explicitly tied to a security interest, loan agreement, or other documented financial obligation — and cross-reference that instrument in the agreement.",{"mistake":389,"why_it_matters":390,"fix":391},"No written voting instructions — leaving discretion entirely to the proxy","An uninstructed proxy is typically exercised in management's favor under most company bylaws, which may directly contradict the shareholder's actual intent.","Complete Schedule A for every known resolution before signing. For unknown resolutions, specify a default rule — abstain or vote in the proxy's discretion — rather than leaving the field blank.",{"mistake":393,"why_it_matters":394,"fix":395},"Choosing a governing law different from the company's jurisdiction of incorporation","Proxy validity, revocation procedures, and execution requirements are governed by corporate law in the company's place of incorporation — a conflicting choice-of-law clause will be overridden for those issues.","Set the governing law to match the jurisdiction where the company is incorporated. Use a separate choice-of-law clause only for purely contractual disputes between the parties.",{"mistake":397,"why_it_matters":398,"fix":399},"Failing to revoke a prior proxy before issuing a new one","Two valid proxies for the same shares presented at the same meeting create a disputed vote. In many jurisdictions, the later-dated proxy controls — but the conflict can delay or invalidate the vote entirely.","Revoke any existing proxy in writing to the company and the prior proxy holder before executing a new appointment, and retain proof of revocation.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a proxy agreement?","A proxy agreement is a legal document in which a shareholder (the principal) authorizes another person or entity (the proxy) to attend a shareholder meeting and vote their shares on their behalf. It specifies which shares are covered, which meeting(s) are authorized, how the proxy must vote on each resolution, and whether the appointment can be revoked before the vote is cast.\n",{"question":405,"answer":406},"When do I need a proxy agreement?","You need one whenever a shareholder cannot attend a scheduled meeting in person — whether due to travel, illness, or competing obligations — and wants their shares voted according to specific instructions rather than left uncast. It is also used when institutional investors delegate voting authority to a representative, when trustees vote shares held in an estate, and when financing arrangements require irrevocable proxy authority as security.\n",{"question":408,"answer":409},"What is the difference between a revocable and an irrevocable proxy?","A revocable proxy can be cancelled by the principal at any time before the vote is cast, typically by delivering written notice to the proxy and the company. An irrevocable proxy cannot be cancelled during its term — but in most jurisdictions, irrevocability is only enforceable when the proxy is coupled with a financial interest, such as a pledged share or a loan secured against the shares. An irrevocable proxy with no coupled interest is typically treated as revocable by courts regardless of what the document says.\n",{"question":411,"answer":412},"Does a proxy agreement need to be notarized?","Notarization is not universally required, but some companies' articles of association and certain jurisdictions mandate it — particularly for listed companies or where the principal is a foreign entity. Always check the specific execution requirements in the company's articles and the meeting notice before signing. When in doubt, notarizing adds minimal cost and eliminates a common rejection ground.\n",{"question":414,"answer":415},"Can a proxy vote on resolutions not listed in the instructions?","Only if the agreement expressly grants discretionary voting authority for unlisted resolutions. Without that grant, a proxy should abstain on any resolution not specified in the voting instructions. Granting broad discretion is common for AGMs where the full agenda may not be known at the time the proxy is issued, but it carries the risk that the proxy votes contrary to the principal's intent on surprise resolutions.\n",{"question":417,"answer":418},"What are the securities law disclosure requirements for proxy agreements at public companies?","For publicly listed companies in the US, any person or group soliciting proxies from other shareholders must file a proxy statement (Schedule 14A) with the SEC and distribute it to shareholders before soliciting votes. In the UK, the FCA's Disclosure Guidance and Transparency Rules impose similar requirements. Proxy agreements between individual shareholders that do not involve a solicitation campaign are generally exempt, but aggregated proxy holdings that cross voting-power thresholds may trigger disclosure obligations. Legal review is recommended for any proxy arrangement involving a public company.\n",{"question":420,"answer":421},"How far in advance must a proxy be submitted?","Submission deadlines vary by company and jurisdiction, but 48–72 hours before the meeting is the most common requirement. The deadline is published in the company's notice of meeting or proxy statement. Missing this deadline typically results in the proxy being void for that meeting, with the shares unrepresented. Always check the notice of meeting for the exact cutoff and submit with at least 24 hours of buffer.\n",{"question":423,"answer":424},"Is a proxy agreement the same as a power of attorney?","A proxy agreement is a narrower instrument specifically authorizing the holder to vote shares at a shareholder meeting. A power of attorney is a broader document that can grant authority over many types of decisions — financial, legal, real estate, or business — not limited to voting. For the specific purpose of exercising shareholder voting rights at a defined meeting, a proxy agreement is the appropriate and typically required instrument; a general power of attorney may not be accepted by a company secretary or transfer agent without additional documentation.\n",{"question":426,"answer":427},"Do I need a lawyer to draft a proxy agreement?","For standard single-meeting proxies at a private company, a well-drafted template is typically sufficient. Legal review is recommended when the proxy covers a public company (securities-law disclosure requirements apply), when the proxy is intended to be irrevocable, when the shares represent a controlling interest or are subject to a financing arrangement, or when the meeting involves a contested M&A transaction or director election. A 1–2 hour review typically costs $300–$600 and provides meaningful protection for high-stakes votes.\n",[429,433,437,441],{"industry":430,"icon_asset_id":431,"specifics":432},"Financial services and asset management","industry-fintech","Fund managers routinely appoint portfolio officers as proxy holders for hundreds of investee company meetings, requiring standardized proxy forms that comply with each company's articles and applicable securities regulations.",{"industry":434,"icon_asset_id":435,"specifics":436},"Private equity and venture capital","industry-venture-capital","PE and VC firms use irrevocable proxies coupled with shareholder loan agreements to preserve voting control over portfolio companies during financing arrangements and restructurings.",{"industry":438,"icon_asset_id":439,"specifics":440},"Technology and SaaS startups","industry-saas","Founders traveling internationally or operating across time zones use proxy agreements to ensure co-founders or board members can vote their shares at time-sensitive investor and governance votes.",{"industry":442,"icon_asset_id":443,"specifics":444},"Real estate investment and REITs","industry-real-estate","Real estate investment vehicles with widely dispersed unitholders rely on proxy solicitation and proxy agreements to achieve quorum and pass resolutions on property acquisitions, disposals, and debt refinancings.",[446,449,452,455],{"vs":246,"vs_template_id":447,"summary":448},"voting-agreement-D13190","A voting agreement is a contract between multiple shareholders committing them to vote in a coordinated way on defined matters — it does not appoint anyone to vote on a shareholder's behalf. A proxy agreement delegates the actual act of voting to a named individual. The two instruments are often used together: shareholders sign a voting agreement setting direction and then issue proxies to a single representative to execute it.",{"vs":87,"vs_template_id":450,"summary":451},"shareholders-agreement-D153","A shareholders agreement governs the entire relationship between shareholders — transfer restrictions, governance rights, tag-along and drag-along rights, and dispute resolution. A proxy agreement is a narrow, often meeting-specific instrument for delegating a single act: casting votes. Shareholders agreements frequently include provisions requiring shareholders to issue proxies to a designated party in defined circumstances.",{"vs":144,"vs_template_id":453,"summary":454},"power-of-attorney-D12904","A power of attorney grants broad authority to act on another's behalf across a wide range of legal and financial matters. A proxy agreement is limited to exercising shareholder voting rights at specified meetings. Most company articles and transfer agents require a proxy instrument specifically — a general power of attorney may be accepted but often requires additional legal opinion or notarization to be recognized.",{"vs":242,"vs_template_id":456,"summary":457},"stock-transfer-agreement-D13186","A share transfer agreement permanently conveys legal title and economic ownership of shares to a new holder. A proxy agreement transfers only the right to vote — the principal retains ownership, dividends, and all other shareholder rights. Confusing the two creates significant legal exposure: issuing a proxy when the intent is to transfer shares leaves the transaction incomplete and unenforceable.",{"use_template":459,"template_plus_review":463,"custom_drafted":467},{"best_for":460,"cost":461,"time":462},"Individual shareholders granting a one-time revocable proxy for a routine private company meeting","Free","15–20 minutes",{"best_for":464,"cost":465,"time":466},"Proxies for public company meetings, contested votes, or arrangements involving a significant share block","$300–$600","1–2 days",{"best_for":468,"cost":469,"time":470},"Irrevocable proxies coupled with financing arrangements, securities-law solicitation campaigns, or cross-border proxy authority","$1,500–$5,000+","1–3 weeks",[472,477,482,487],{"code":473,"name":474,"flag_asset_id":475,"note":476},"us","United States","flag-us","Under the SEC's proxy rules (Regulation 14A), any person soliciting proxies from shareholders of a public company must file a proxy statement with the SEC and distribute it to shareholders. State corporate law — typically the law of incorporation, most commonly Delaware — governs proxy validity, execution requirements, and revocability. Delaware General Corporation Law §212 permits proxies for up to three years unless a shorter or longer period is specified; proxies are presumed revocable unless expressly stated otherwise and supported by a coupled interest.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"ca","Canada","flag-ca","Federal corporations under the Canada Business Corporations Act (CBCA) and provincial corporations under equivalent statutes must permit shareholders to appoint proxies. Public companies are subject to National Instrument 54-101, which governs proxy solicitation, management proxy circulars, and beneficial owner voting. Quebec-incorporated companies must issue French-language proxy materials to Francophone shareholders. Proxies under the CBCA are valid for up to 12 months unless the document specifies a shorter term.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"uk","United Kingdom","flag-uk","The Companies Act 2006 (section 324) gives every shareholder the statutory right to appoint a proxy, and a proxy has the same rights as the member to speak and vote at the meeting. For UK-listed companies, the FCA's Disclosure Guidance and Transparency Rules require disclosure of significant proxy voting positions. Proxies must be delivered at least 48 hours before the meeting under most articles of association. Corporate shareholders must pass a board resolution authorizing their representative before a proxy form is valid.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"eu","European Union","flag-eu","The EU Shareholder Rights Directive II (2017/828/EU) requires listed companies to facilitate cross-border proxy voting and provide intermediaries with the information needed to pass shareholder instructions down the custody chain. Member state implementation varies — Germany, France, and the Netherlands each impose distinct proxy submission deadlines, execution requirements, and disclosure thresholds. GDPR applies to the personal data of proxy holders and principals processed in connection with proxy administration.",[250,247,243,253,493,494,495,496,497,498,499,500],"board-resolution-D78","notice-of-meeting-of-directors-D8","minutes-for-a-formal-meeting-D13","non-disclosure-agreement-nda-D12692","corporate-governance-policy-D13943","operating-agreement-D12798","letter-of-intent-D12695","indemnification-agreement-D13016",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":96,"secondary_folder":503,"document_type":504,"industry":505,"business_stage":506,"tags":507,"confidence":512},"equity-and-mergers","agreement","general","all-stages",[508,509,510,511],"governance","legal","proxy-agreement","shareholder-voting",0.92,"\u003Ch2>What is a Proxy Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Proxy Agreement\u003C/strong> is a legally binding instrument through which a shareholder (the principal) appoints another person or entity (the proxy) to attend a shareholder meeting and vote their shares according to written instructions. It specifies the exact shares covered, the meeting or meetings authorized, resolution-by-resolution voting directions, the term of the appointment, and whether the authority can be revoked before the vote is cast. For publicly listed companies, proxy agreements are subject to securities-law disclosure requirements — in the US, the SEC's Regulation 14A; in the UK, the FCA's Disclosure Guidance and Transparency Rules — that govern how proxies may be solicited and what information must be provided to shareholders.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed proxy agreement, a shareholder who cannot attend a meeting in person simply goes unrepresented — their shares are not voted, quorum may not be reached, and resolutions they care about may pass or fail without their voice. In closely held companies, a single absent shareholder can invalidate a meeting entirely. In contested votes — director elections, M&A approvals, or equity issuances that dilute existing holders — an uncast vote is effectively a vote for the outcome you did not choose. A properly drafted proxy agreement with specific voting instructions ensures your shares are voted exactly as you intend, protects the proxy from personal liability for good-faith compliance, and gives you a clear contractual remedy if the proxy acts outside their authority. This template provides the structure to get all of that right, in the format companies and transfer agents recognize and accept.\u003C/p>\n",1781185964894]