[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-proxy-irrevocable-D19":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":40,"customDescModule":186,"customdescription":6,"mdFm":187,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"IRREVOCABLE PROXY [YOUR COMPANY NAME] The undersigned, as record holder of the securities of [YOUR COMPANY NAME] described below, hereby revokes any previous proxies and irrevocably appoints [Name] as the undersigned's proxy to attend all shareholders' meetings and to vote, execute consents, and otherwise represent those shares in the same manner and with the same effect as if the undersigned were personally present at any such meeting or voting such securities or personally acting on any matters submitted to shareholders for approval or consent. The proxy holder will have the full power of substitution and revocation. This proxy is made pursuant to an agreement of [DESCRIBE], dated [Date]. This proxy will be irrevocable until [Date]. This proxy will be revocable, notwithstanding the period of irrevocability specified above, as required under applicable law.",null,"Proxy Irrevocable","1",36,"doc","https://templates.business-in-a-box.com/imgs/1000px/proxy_irrevocable-D19.png","https://templates.business-in-a-box.com/imgs/250px/19.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#19.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Sales & Marketing","/templates/sales-marketing/","proxy irrevocable","Proxy Irrevocable Template","https://templates.business-in-a-box.com/imgs/400px/19.png",[29,16,19,22],{"label":30,"url":31},"Templates","/templates/",[33,34,37],{"label":30,"url":31},{"label":35,"url":36},"Legal Agreements","/templates/business-legal-agreements/",{"label":38,"url":39},"Equity & Mergers","/templates/equity-and-mergers/",[41,45,49,53,57,61,65,69,73,77,81,85,89,105,121,138,152,170],{"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},"Proxy Agreement","/template/proxy-agreement-D13181","https://templates.business-in-a-box.com/imgs/250px/13181.png",{"label":54,"url":55,"thumb":56,"extension":10},"AI Policy","/template/ai-policy-D13598","https://templates.business-in-a-box.com/imgs/250px/13598.png",{"label":58,"url":59,"thumb":60,"extension":10},"Data Classification Policy","/template/data-classification-policy-D13828","https://templates.business-in-a-box.com/imgs/250px/13828.png",{"label":62,"url":63,"thumb":64,"extension":10},"Diversity Equity and Inclusion Policy","/template/diversity-equity-and-inclusion-policy-D13330","https://templates.business-in-a-box.com/imgs/250px/13330.png",{"label":66,"url":67,"thumb":68,"extension":10},"10 Business Metrics Every Business Owner Should Know","/template/10-business-metrics-every-business-owner-should-know-D13299","https://templates.business-in-a-box.com/imgs/250px/13299.png",{"label":70,"url":71,"thumb":72,"extension":10},"4 Types Of Risk Management Strategies","/template/4-types-of-risk-management-strategies-D13300","https://templates.business-in-a-box.com/imgs/250px/13300.png",{"label":74,"url":75,"thumb":76,"extension":10},"5 Marketing and Branding Strategies For Your Business","/template/5-marketing-and-branding-strategies-for-your-business-D13301","https://templates.business-in-a-box.com/imgs/250px/13301.png",{"label":78,"url":79,"thumb":80,"extension":10},"5 Metrics To Track For Project Management","/template/5-metrics-to-track-for-project-management-D13302","https://templates.business-in-a-box.com/imgs/250px/13302.png",{"label":82,"url":83,"thumb":84,"extension":10},"6 Automated Business Ideas and Tips For The New Entrepreneur","/template/6-automated-business-ideas-and-tips-for-the-new-entrepreneur-D13304","https://templates.business-in-a-box.com/imgs/250px/13304.png",{"label":86,"url":87,"thumb":88,"extension":10},"7 Business Risk Management Tips For The Entrepreneur","/template/7-business-risk-management-tips-for-the-entrepreneur-D13306","https://templates.business-in-a-box.com/imgs/250px/13306.png",{"description":90,"descriptionCustom":6,"label":91,"pages":92,"size":9,"extension":10,"preview":93,"thumb":94,"svgFrame":95,"seoMetadata":96,"parents":97,"keywords":103,"url":104},"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","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},[98,100],{"label":35,"url":99},"business-legal-agreements",{"label":101,"url":102},"Power of Attorney","power-of-attorney","general power attorney","/template/general-power-of-attorney-D1037",{"description":106,"descriptionCustom":6,"label":107,"pages":108,"size":109,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":115,"keywords":119,"url":120},"SUBCONTRACT AGREEMENT This Subcontract Agreement (the \"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"Contractor\"), 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: [SUBCONTRACTOR NAME] (the \"Subcontractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Contractor has entered into, or will hereafter enter into, a general construction contract, henceforth \"The Prime Contract\" with [General Contractor], to perform in accordance with various contract documents and specifications certain work prepared by [architect], henceforth \"Architect\", and/or to furnish labor, materials, supplies, labor and/or goods required to construct the following named and described construction project: [Describe], henceforth \"The Project\", located in [address], and WHEREAS Contractor desires to retain Subcontractor to perform certain contract work in accordance with various contract documents and specifications and/or to furnish labor, materials, supplies, labor and/or goods for The Project; NOW THEREFORE Contractor and Subcontractor agree as follows: SUBCONTRACT WORK Subcontractor shall be employed as an independent contractor and shall provide and furnish all labor, materials, tools, supplies, equipment, services, facilities, supervision, and administration necessary for the proper and complete performance and acceptance of the following portions of the work, hereinafter \"the Subcontract Work\", for the Project, together with such other portions of the drawings, specifications and addendum as related thereto: SEE EXHIBIT A: Scope, Conditions, And List of Attachments SUBCONTRACTOR PRICE In consideration of Subcontractor's performance of this Subcontract, and at the times and subject to the terms and conditions hereinafter set forth, Contractor shall pay to Subcontractor the total sum of [AMOUNT], hereinafter \"subcontract price.\" Said subcontract price is dependent upon the conditions set forth in Exhibit A being met. Should said conditions not be met, the subcontract amount shall be modified accordingly. SPECIAL CONDITIONS The Special Conditions to Subcontract are incorporated in this Subcontract as though fully set forth herein. Subcontractor hereby acknowledges receipt of the Special Conditions. COMMUNICATION AND NOTICE","Subcontract Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/subcontract-agreement-D172.png","https://templates.business-in-a-box.com/imgs/250px/172.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#172.xml",{"title":114,"description":6},"subcontract agreement",[116],{"label":117,"url":118},"Consultant & Contractors","consulting-contractor-business","shareholders agreement","/template/shareholders-agreement-D172",{"description":122,"descriptionCustom":6,"label":123,"pages":108,"size":124,"extension":10,"preview":125,"thumb":126,"svgFrame":127,"seoMetadata":128,"parents":129,"keywords":136,"url":137},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY 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: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[130,133],{"label":131,"url":132},"Finance & Accounting","finance-accounting",{"label":134,"url":135},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":139,"descriptionCustom":6,"label":140,"pages":92,"size":109,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":146,"keywords":145,"url":151},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":145,"description":6},"non disclosure agreement nda",[147,148],{"label":35,"url":99},{"label":149,"url":150},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":153,"descriptionCustom":6,"label":154,"pages":8,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":168,"url":169},"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",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},[161,163,165],{"label":17,"url":162},"business-plan-kit",{"label":20,"url":164},"board-of-directors",{"label":166,"url":167},"Board Resolutions","business-resolutions","board resolution","/template/board-resolution-D78",{"description":171,"descriptionCustom":6,"label":172,"pages":92,"size":173,"extension":10,"preview":174,"thumb":175,"svgFrame":176,"seoMetadata":177,"parents":178,"keywords":184,"url":185},"MINUTES OF MEETING OF INCORPORATORS [YOUR COMPANY NAME] Opening: Minutes of a Meeting of the Incorporators of [YOUR COMPANY NAME] duly called and held on [DATE] at [ADDRESS], commencing at [TIME]. Present: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. Resolutions Passed:","Minutes of Meeting of Incorporators",42,"https://templates.business-in-a-box.com/imgs/1000px/minutes-of-meeting-of-incorporators-D17.png","https://templates.business-in-a-box.com/imgs/250px/17.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#17.xml",{"title":6,"description":6},[179,180,181],{"label":17,"url":162},{"label":20,"url":164},{"label":182,"url":183},"Meeting Minutes","meeting-minutes","minutes meeting incorporators","/template/minutes-of-meeting-of-incorporators-D17",false,{"seo":188,"reviewer":201,"legal_disclaimer":205,"quick_facts":206,"at_a_glance":208,"personas":212,"variants":237,"glossary":264,"clauses":297,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":510,"classification":511},{"meta_title":189,"meta_description":190,"primary_keyword":191,"secondary_keywords":192},"Proxy Irrevocable Template | Free Word Download","Free irrevocable proxy template for corporate voting and shareholder authority. Covers scope, duration, and revocation limits.","irrevocable proxy template",[193,194,195,196,197,198,199,200],"proxy irrevocable template","irrevocable proxy agreement","shareholder proxy template","irrevocable proxy form","corporate proxy template","proxy coupled with interest","irrevocable voting proxy template","irrevocable proxy word download",{"name":202,"credential":203,"reviewed_date":204},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":207,"legal_review_recommended":205,"signature_required":205,"notarization_required":186},"advanced",{"what_it_is":209,"when_you_need_it":210,"whats_inside":211},"An Irrevocable Proxy is a legally binding document in which a shareholder or interest holder grants another person or entity the permanent, non-cancellable authority to vote their shares or act on their behalf at corporate meetings. This free Word download gives you a professionally drafted starting point you can edit online and export as PDF — covering authority scope, duration, and the conditions that make the proxy legally irrevocable.\n","Use it when a lender, investor, or business partner requires guaranteed voting control as a condition of a transaction — such as a share pledge, stock purchase agreement, or equity financing. It is also commonly used in shareholder agreements where one party needs assured decision-making authority for a defined period regardless of changes in the grantor's intentions.\n","Identification of the grantor and proxy holder, a precise description of the shares or interests covered, the specific powers granted, the irrevocability clause and its legal basis, duration and termination conditions, representations and warranties by the grantor, and governing law provisions.\n",[213,217,221,225,229,233],{"title":214,"use_case":215,"icon_asset_id":216},"Corporate attorneys","Drafting binding voting authority as part of a secured financing or shareholder agreement","persona-corporate-attorney",{"title":218,"use_case":219,"icon_asset_id":220},"Startup founders","Granting a lead investor guaranteed voting rights tied to an equity stake","persona-startup-founder",{"title":222,"use_case":223,"icon_asset_id":224},"Private equity investors","Securing irrevocable control over portfolio company decisions during a deal","persona-investor",{"title":226,"use_case":227,"icon_asset_id":228},"Business acquisition buyers","Obtaining voting authority over a target company's shares during a pre-closing period","persona-business-buyer",{"title":230,"use_case":231,"icon_asset_id":232},"Commercial lenders","Requiring an irrevocable proxy as collateral security over pledged shares","persona-lender",{"title":234,"use_case":235,"icon_asset_id":236},"Corporate secretaries","Formalizing proxy authority for annual general meetings where attendance is not possible","persona-corporate-secretary",[238,242,246,250,252,256,260],{"situation":239,"recommended_template":240,"slug":241},"Standard voting delegation for a single shareholder meeting","Revocable Proxy","proxy-revocable-D20",{"situation":243,"recommended_template":244,"slug":245},"Granting voting authority tied to a share pledge or loan security","Proxy Irrevocable (Coupled with Interest)","proxy-irrevocable-D19",{"situation":247,"recommended_template":248,"slug":249},"Board-level authority for a named director during an acquisition","Power of Attorney (Corporate)","general-power-of-attorney-D1037",{"situation":251,"recommended_template":91,"slug":249},"Delegating general management authority, not just voting rights",{"situation":253,"recommended_template":254,"slug":255},"Granting authority to sign documents on behalf of a shareholder","Limited Power of Attorney","limited-power-of-attorney-D1038",{"situation":257,"recommended_template":258,"slug":259},"Establishing voting rules among multiple shareholders permanently","Shareholders Agreement","shareholders-agreement-D172",{"situation":261,"recommended_template":262,"slug":263},"Assigning management control during a business sale process","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",[265,268,271,274,277,280,283,286,289,291,294],{"term":266,"definition":267},"Proxy","A written authorization by which one person delegates to another the right to vote or act on their behalf in a specific legal or corporate context.",{"term":269,"definition":270},"Irrevocable Proxy","A proxy that the grantor cannot cancel or withdraw, typically because it is coupled with an interest such as a security interest, loan, or contractual obligation.",{"term":272,"definition":273},"Coupled with Interest","A legal doctrine holding that a proxy becomes irrevocable when the proxy holder has a direct financial or property interest in the subject matter — not merely an interest in exercising the proxy itself.",{"term":275,"definition":276},"Grantor","The shareholder or interest holder who signs the proxy and delegates voting authority to the proxy holder.",{"term":278,"definition":279},"Proxy Holder","The person or entity authorized by the proxy to vote shares or exercise rights on behalf of the grantor.",{"term":281,"definition":282},"Record Date","The date on which share ownership is determined for the purpose of identifying who is entitled to vote at a meeting.",{"term":284,"definition":285},"Quorum","The minimum number or percentage of voting shares that must be represented at a meeting for business to be legally transacted.",{"term":287,"definition":288},"Pledged Shares","Shares delivered as collateral security for a loan or obligation, often accompanied by an irrevocable proxy granting the lender voting control.",{"term":101,"definition":290},"A broader legal instrument delegating authority to act on another's behalf across a range of matters — distinguished from a proxy, which is limited to voting or corporate governance rights.",{"term":292,"definition":293},"Beneficial Owner","The person who enjoys the economic benefits of share ownership (dividends, proceeds on sale) even if legal title is held by another party.",{"term":295,"definition":296},"Voting Trust","A formal arrangement where shareholders transfer legal title of their shares to a trustee who votes them according to a trust agreement — a more complex alternative to an irrevocable proxy.",[298,303,308,313,318,323,328,333,338],{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Parties and recitals","Identifies the grantor (shareholder) and proxy holder by full legal name and entity type, and explains the transaction or interest that justifies making the proxy irrevocable.","This Irrevocable Proxy is granted by [GRANTOR FULL NAME], a [INDIVIDUAL / ENTITY TYPE] ('Grantor'), to [PROXY HOLDER FULL NAME], a [INDIVIDUAL / ENTITY TYPE] ('Proxy Holder'), in connection with [DESCRIBE UNDERLYING TRANSACTION OR INTEREST].","Describing the grantor's interest in general terms rather than referencing the specific underlying agreement — if the interest is not clearly stated, courts may find the proxy is revocable at will.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Description of shares and scope of authority","Precisely identifies the shares covered — class, certificate numbers, number of shares — and lists every action the proxy holder is authorized to take, including voting, consenting, and executing written resolutions.","Grantor hereby appoints Proxy Holder as Grantor's true and lawful attorney and proxy with respect to [NUMBER] shares of [CLASS] stock of [COMPANY NAME] (Certificate No(s). [CERTIFICATE NUMBERS]), with full power and authority to vote, consent, and act on such shares at any annual, special, or adjourned meeting of shareholders, or by written consent in lieu thereof.","Granting authority over 'all shares' without specifying the class or certificate numbers. If the grantor holds multiple share classes, an ambiguous description can extend the proxy beyond the intended scope.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Irrevocability clause and legal basis","Expressly states that the proxy is irrevocable and cannot be withdrawn by the grantor, and anchors irrevocability to the specific interest — loan, pledge, or contractual right — held by the proxy holder.","This proxy is irrevocable and is coupled with an interest, specifically the [DESCRIBE INTEREST — e.g., security interest granted under the Share Pledge Agreement dated [DATE]] held by Proxy Holder. This proxy shall not be revoked by the Grantor for any reason and shall survive any subsequent transfer of the shares to the extent permitted by applicable law.","Stating 'this proxy is irrevocable' without identifying the specific interest that supports irrevocability. A bare declaration of irrevocability, unsupported by a coupled interest, may be set aside by a court.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Duration and termination","Sets the period during which the proxy is effective and identifies the specific events — loan repayment, closing of a transaction, or expiry of a defined term — that automatically terminate it.","This proxy shall remain in full force and effect from the date hereof until the earliest of: (a) repayment in full of all obligations under the [LOAN / PLEDGE AGREEMENT]; (b) the closing of the [TRANSACTION]; or (c) [DATE / EVENT].","Using an open-ended duration with no termination trigger. Without a defined end, the proxy may persist indefinitely even after the underlying interest has been extinguished, creating a future governance dispute.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Representations and warranties of the grantor","The grantor confirms they have full legal authority to grant the proxy, that the shares are free of conflicting encumbrances or prior proxies, and that the grant does not violate any other agreement.","Grantor represents and warrants that: (a) Grantor is the sole legal and beneficial owner of the Shares; (b) the Shares are free and clear of all liens, pledges, or conflicting proxies except as disclosed herein; and (c) the execution of this proxy does not violate any agreement to which Grantor is a party.","Omitting a representation that no conflicting proxy exists. If the grantor has previously granted a revocable proxy to another party covering the same shares, the irrevocable proxy holder may face a competing claim at a critical vote.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Substitution and delegation","States whether the proxy holder may appoint a substitute or sub-agent to exercise the proxy, and any conditions on doing so.","Proxy Holder shall have the right to appoint one or more substitutes or sub-agents to act hereunder, provided that Proxy Holder shall remain responsible for all acts and omissions of any substitute or sub-agent appointed by Proxy Holder.","Allowing unlimited substitution without a notification requirement to the company's corporate secretary. Substitutions that are not recorded with the company can result in the company refusing to recognize the substitute's votes.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Voting discretion and instructions","Clarifies whether the proxy holder may vote in their sole discretion or must follow specific instructions, and what happens when no instruction has been given.","Proxy Holder shall have the authority to vote the Shares in Proxy Holder's sole and absolute discretion on all matters presented to shareholders unless Grantor has provided written voting instructions no fewer than [X] business days before the relevant meeting, in which case Proxy Holder shall vote in accordance with such instructions.","Granting sole discretion without any carve-out for fundamental transactions — such as a merger or dissolution — that materially affect the grantor's economic interest beyond the scope of the original deal.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Effect of death, incapacity, or transfer of shares","Addresses whether the proxy survives the grantor's death or legal incapacity, and whether a transferee of the shares takes subject to the proxy.","This proxy shall not be revoked by the death or incapacity of Grantor and shall be binding on Grantor's heirs, executors, administrators, and legal representatives. Any transferee of the Shares shall take the Shares subject to this proxy to the extent required by applicable law.","Failing to address share transfers at all. If the grantor sells or transfers the shares, an acquirer who is not on notice of the proxy may claim they take free of it, undermining the proxy holder's position.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the proxy and how disputes are resolved — arbitration, mediation, or litigation in a named court.","This proxy shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / JURISDICTION]. Any dispute arising hereunder shall be resolved by [binding arbitration in [CITY] / litigation in the courts of [JURISDICTION]], and the parties irrevocably submit to such jurisdiction.","Choosing a governing law that differs from the jurisdiction where the company is incorporated. Corporate law of the place of incorporation — not a contractually chosen foreign law — typically governs the validity and scope of shareholder voting rights.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify the parties with full legal names","Enter the grantor's full legal name (individual or registered entity name) and the proxy holder's full legal name. For corporate entities, include the jurisdiction of incorporation and registered address.","Cross-reference the grantor's name against the company's share register — the proxy must match the registered shareholder's name exactly to be recognized at a meeting.",{"step":350,"title":351,"description":352,"tip":353},2,"Describe the shares with precision","List the share class (e.g., Class A Common), the exact number of shares covered, and certificate numbers or account reference numbers. If shares are held in book-entry form, reference the transfer agent account number.","Avoid referring to 'all shares now or hereafter owned' unless the proxy is intended to cover future acquisitions — this language can create unintended obligations.",{"step":355,"title":356,"description":357,"tip":358},3,"State the underlying interest that supports irrevocability","Reference the specific agreement or transaction — share pledge, loan agreement, or purchase contract — that creates the coupled interest. Include the date and parties to that agreement.","Attach the underlying agreement or a summary of the key terms as an exhibit. It strengthens the case for irrevocability if the proxy is ever challenged.",{"step":360,"title":361,"description":362,"tip":363},4,"Define the scope of voting authority","List every type of action the proxy holder is authorized to take: voting at annual and special meetings, consenting to written resolutions, and any specific matters (e.g., election of directors, approval of mergers) that are within scope.","If the proxy is intended to cover only specific matters — such as decisions related to the secured loan — limit the scope accordingly to reduce the risk of a court striking down an overbroad grant.",{"step":365,"title":366,"description":367,"tip":368},5,"Set the duration and termination triggers","Enter the specific events that will automatically end the proxy — loan repayment, transaction closing, or a fixed calendar date. Do not leave the duration open-ended.","Include a fallback long-stop date (e.g., 10 years from execution) even if earlier termination events are expected, so there is always a definite end point.",{"step":370,"title":371,"description":372,"tip":373},6,"Address voting instructions and discretion","Decide whether the proxy holder votes in sole discretion or must follow written instructions from the grantor. If instructions are permitted, set a clear deadline for providing them before each meeting.","For financing transactions, lenders typically require sole discretion. For strategic partnerships, a negotiated instruction mechanism may be more appropriate and more likely to be enforced.",{"step":375,"title":376,"description":377,"tip":378},7,"Execute before or simultaneously with the underlying transaction","Both parties must sign the proxy at closing or before — post-closing execution weakens the 'coupled with interest' argument and may create a fresh consideration issue.","File a copy of the executed proxy with the company's corporate secretary immediately after signing so it is on record before any meeting notice is issued.",{"step":380,"title":381,"description":382,"tip":383},8,"Notify the company and update the share register","Deliver a copy of the executed proxy to the company's registered office or corporate secretary, and confirm the company has noted the proxy against the relevant shares in its records.","In many jurisdictions, a proxy that is not filed with the company may be disregarded at a meeting. Confirm the company's filing requirements before execution.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Declaring irrevocability without a coupled interest","Courts in most common-law jurisdictions will treat a proxy as revocable at will unless it is genuinely coupled with a financial or property interest held by the proxy holder. A bare declaration is not sufficient and the grantor can withdraw authority at any time.","Always reference the specific underlying transaction — a loan, pledge, or purchase agreement — that creates the coupled interest, and attach that agreement or a summary as an exhibit to the proxy.",{"mistake":390,"why_it_matters":391,"fix":392},"Choosing a governing law different from the company's incorporation jurisdiction","Corporate law of the place of incorporation typically governs the validity of shareholder voting rights, regardless of what the proxy document says. A proxy that is valid under New York law may be unenforceable for a Delaware corporation if Delaware requires different formalities.","Use the law of the jurisdiction where the company is incorporated as the governing law, or obtain a legal opinion confirming that the chosen law produces the same result for the relevant corporate actions.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting a description of what happens to the proxy on share transfer","If the grantor transfers shares to a third party who has no notice of the proxy, that transferee may claim they take the shares free of the proxy — stripping the proxy holder of their rights at the worst possible moment.","Include an explicit clause binding transferees and requiring the grantor to cause any transferee to execute a replacement proxy as a condition of any permitted transfer.",{"mistake":398,"why_it_matters":399,"fix":400},"Leaving the duration open-ended with no termination trigger","An irrevocable proxy with no defined end persists indefinitely, even after the underlying transaction is complete and the proxy holder's interest has been extinguished. This creates governance conflicts and potential fiduciary liability.","Define at least two termination triggers — a specific event and a long-stop calendar date — so the proxy automatically expires when it is no longer needed.",{"mistake":402,"why_it_matters":403,"fix":404},"Failing to file the proxy with the company's corporate secretary","A proxy that is not on file with the company can be disregarded at a shareholder meeting, leaving the proxy holder unable to exercise their authority at exactly the moment it is needed.","Deliver a certified copy to the corporate secretary immediately after execution and obtain written confirmation that the proxy has been noted in the company's share register or records.",{"mistake":406,"why_it_matters":407,"fix":408},"Granting sole voting discretion on fundamental transactions without carve-outs","If the proxy holder votes to dissolve the company, approve a merger at a below-market price, or dilute the grantor's equity in ways unrelated to the original transaction, the grantor may have no recourse — and courts may refuse to enforce the proxy as unconscionable.","Limit sole discretion to matters within the scope of the underlying transaction, and require the proxy holder to obtain written consent before voting on fundamental corporate changes such as dissolution, merger, or amendments to the articles.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is an irrevocable proxy?","An irrevocable proxy is a legal document in which a shareholder permanently delegates voting authority over their shares to another person or entity, with no right to cancel or withdraw that authority. For a proxy to be legally irrevocable in most jurisdictions, it must be coupled with an interest — meaning the proxy holder has a direct financial or property stake in the shares themselves, such as a security interest under a loan agreement. A bare declaration of irrevocability without a coupled interest is generally unenforceable.\n",{"question":414,"answer":415},"What does 'coupled with an interest' mean?","A proxy is coupled with an interest when the proxy holder has a direct stake in the subject matter of the proxy — not merely an interest in voting the shares. Classic examples include a lender who holds pledged shares as loan security, a buyer who has contracted to purchase the shares, or an investor whose rights under a shareholders agreement depend on maintaining voting control. This interest is what justifies stripping the grantor of the right to revoke, and courts examine it closely before enforcing irrevocability.\n",{"question":417,"answer":418},"How long does an irrevocable proxy last?","The duration depends on the terms set in the proxy document and the underlying transaction. Irrevocable proxies typically terminate on a specific triggering event — full repayment of a secured loan, closing of a share sale, or expiry of a shareholder agreement — rather than on a fixed date alone. Most well-drafted proxies also include a long-stop date as a fallback. In several US states, there are statutory maximum durations for irrevocable proxies, typically ranging from 11 months to the life of the agreement creating the coupled interest.\n",{"question":420,"answer":421},"Can an irrevocable proxy be challenged or overturned?","Yes, in certain circumstances. Courts will scrutinize whether a genuine coupled interest exists at the time of execution, whether the proxy was granted under duress or without informed consent, and whether the scope of authority exceeds what is reasonable for the underlying transaction. In some jurisdictions, a proxy that is unconscionably broad — for example, granting discretion to vote the shares into a merger that wipes out the grantor's equity — may be set aside or limited by a court even if technically validly executed.\n",{"question":423,"answer":424},"What is the difference between an irrevocable proxy and a power of attorney?","An irrevocable proxy is specifically limited to voting and corporate governance rights — it authorizes the proxy holder to vote shares at shareholder meetings and execute written consents. A power of attorney is a broader instrument that can authorize the attorney-in-fact to sign contracts, manage assets, open bank accounts, and take a wide range of legal and financial actions on the grantor's behalf. Where only voting authority is needed, a proxy is simpler and more targeted; where broader corporate authority is required, a power of attorney is more appropriate.\n",{"question":426,"answer":427},"Is an irrevocable proxy the same as a voting trust?","No. A voting trust requires shareholders to transfer legal title of their shares to a trustee, who then holds the shares and votes them according to a trust agreement for a defined period. An irrevocable proxy leaves legal and beneficial title with the grantor and simply delegates voting authority. Voting trusts are more complex to establish and administer but provide stronger structural control, particularly for long-term arrangements involving multiple shareholders. Irrevocable proxies are simpler and more commonly used in financing and acquisition transactions.\n",{"question":429,"answer":430},"Does an irrevocable proxy survive the death of the grantor?","In most jurisdictions, a standard proxy is automatically revoked on the death or incapacity of the grantor. An irrevocable proxy, however, can be drafted to expressly survive the grantor's death and bind their heirs, executors, and legal representatives — provided it is genuinely coupled with an interest. Without this express provision, the proxy holder's authority is at risk the moment the grantor dies, which is particularly problematic in a live transaction.\n",{"question":432,"answer":433},"Do I need a lawyer to draft an irrevocable proxy?","Given the enforceability risks — particularly around the coupled interest requirement, choice of governing law, and jurisdictional variations in corporate statutes — legal review is strongly recommended. A high-quality template handles the structural framework, but the specific language linking the proxy to the underlying transaction must be tailored to the deal. For any proxy that will be exercised in a material corporate vote or that secures a significant financing, the cost of a 1–2 hour lawyer review ($300–$600) is minor compared to the cost of a proxy that fails at the moment it is needed.\n",{"question":435,"answer":436},"What US state laws govern irrevocable proxies?","Most US states follow the Model Business Corporation Act (MBCA) or their own corporate statutes, which permit irrevocable proxies when coupled with a recognized interest. Delaware General Corporation Law Section 212 is the most widely referenced provision and permits irrevocable proxies when coupled with an interest sufficient to support the irrevocability. California Corporations Code Section 705 also recognizes them but imposes specific requirements on the stated basis for irrevocability. State law, not the proxy document's chosen governing law, controls validity for the corporate acts being authorized.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Private equity and venture capital","industry-fintech","Investors require irrevocable proxies tied to equity stakes to secure board-level control and prevent founder obstruction during portfolio company restructurings or exits.",{"industry":443,"icon_asset_id":444,"specifics":445},"Commercial banking and secured lending","industry-professional-services","Lenders take irrevocable proxies over pledged shares as part of loan security packages, ensuring they can exercise voting control to protect collateral value if the borrower defaults.",{"industry":447,"icon_asset_id":448,"specifics":449},"Mergers and acquisitions","industry-saas","Buyers obtain irrevocable proxies from key shareholders during the pre-closing period to prevent the target company from taking actions that would diminish deal value before completion.",{"industry":451,"icon_asset_id":452,"specifics":453},"Real estate development","industry-real-estate","Development joint ventures use irrevocable proxies to give the managing partner or project lender guaranteed voting control over project company decisions throughout the development period.",[455,458,461,463],{"vs":240,"vs_template_id":456,"summary":457},"D{REVOCABLE_PROXY_ID}","A revocable proxy grants temporary voting authority that the grantor can cancel at any time before the vote is cast — it is the standard tool for routine shareholder meeting delegation. An irrevocable proxy permanently removes the grantor's ability to cancel, making it appropriate only when the proxy holder has a direct financial stake in the outcome. Use a revocable proxy for ordinary meeting attendance; use an irrevocable proxy when control must be guaranteed regardless of the grantor's wishes.",{"vs":91,"vs_template_id":459,"summary":460},"general-power-of-attorney-D20","A general power of attorney authorizes an attorney-in-fact to act across a broad range of legal and financial matters — signing contracts, managing bank accounts, and making business decisions. An irrevocable proxy is narrowly limited to voting shares and corporate governance actions. Where only shareholder voting authority is needed, the irrevocable proxy is more precise and carries less risk of unintended authority being exercised.",{"vs":258,"vs_template_id":259,"summary":462},"A shareholders agreement governs the ongoing relationship among all shareholders, including voting obligations, transfer restrictions, tag-along and drag-along rights, and dispute resolution. An irrevocable proxy is a targeted instrument that delegates specific voting authority to one party for a defined period or transaction. The two documents often work together — a shareholders agreement may require key shareholders to execute irrevocable proxies as a condition of the arrangement.",{"vs":464,"vs_template_id":465,"summary":466},"Share Pledge Agreement","D{SHARE_PLEDGE_AGREEMENT_ID}","A share pledge agreement creates a security interest over shares as collateral for a loan or obligation; it governs the lender's rights on default, enforcement, and transfer. An irrevocable proxy is commonly executed alongside a share pledge to give the lender immediate voting control without waiting for a formal enforcement process. The pledge governs ownership rights on default; the proxy governs voting rights during the life of the loan.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Straightforward financing transactions where the underlying agreement is already documented and the parties are sophisticated","Free","30–45 minutes",{"best_for":473,"cost":474,"time":475},"Cross-border transactions, proxies tied to material financing arrangements, or any proxy expected to be exercised in a contested vote","$300–$600","1–3 days",{"best_for":477,"cost":478,"time":479},"Complex multi-shareholder structures, public company proxy contests, or transactions governed by securities regulation","$1,500–$5,000+","1–2 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Irrevocable proxies are governed by state corporate law, not federal law. Delaware General Corporation Law Section 212 and the Model Business Corporation Act both recognize irrevocable proxies when coupled with a sufficient interest. California imposes additional requirements on the written statement of the basis for irrevocability under Corporations Code Section 705. For public companies, SEC Rule 14a-2 and related proxy rules impose disclosure and filing obligations that override private proxy arrangements.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canadian corporate statutes — including the Canada Business Corporations Act and provincial equivalents — recognize irrevocable proxies but require them to be expressly stated as irrevocable and supported by a defined interest. Quebec civil law applies different rules to mandate instruments, and French-language requirements may apply to documents used by Quebec companies or parties. Proxies for public companies are subject to National Instrument 54-101 communication requirements.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","Under the Companies Act 2006, a proxy may be expressed as irrevocable provided it is coupled with an interest in the shares. The Act requires proxies to be in writing and submitted to the company before a specified deadline before the meeting. For listed companies, the Financial Conduct Authority's Disclosure and Transparency Rules impose additional obligations on persons acquiring voting rights above notification thresholds, which irrevocable proxies can trigger.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","There is no single EU framework for irrevocable proxies — validity and requirements are determined by the corporate law of each member state where the company is incorporated. The EU Shareholder Rights Directive II (2017/828) standardizes certain proxy notification and disclosure requirements for listed companies across member states but does not address irrevocability directly. Germany, France, and the Netherlands each have distinct rules on the permitted duration and scope of irrevocable voting authority; local legal advice is essential for any cross-border transaction.",[249,249,259,263,502,503,504,505,506,507,508,509],"non-disclosure-agreement-nda-D12692","board-resolution-D78","minutes-of-meeting-of-incorporators-D17","letter-of-intent_acquisition-of-business-D5197","certificate-of-corporate-resolution-D3","investment-agreement-D12831","term-sheet-D473","joint-venture-agreement-D889",{"emit_how_to":205,"emit_defined_term":205},{"primary_folder":99,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"equity-and-mergers","agreement","general","all-stages",[517,518,519,520,521],"shareholder","governance","proxy","irrevocable","voting-rights",0.92,"\u003Ch2>What is a Proxy Irrevocable?\u003C/h2>\n\u003Cp>An \u003Cstrong>Irrevocable Proxy\u003C/strong> is a legally binding document in which a shareholder grants another person or entity the permanent, non-cancellable authority to vote their shares at corporate meetings and act on their behalf in shareholder decisions. Unlike a standard revocable proxy — which can be withdrawn at any time before a vote is cast — an irrevocable proxy strips the grantor of the right to cancel, making it enforceable regardless of a change in the grantor's intentions. For a proxy to be legally irrevocable in most common-law jurisdictions, it must be "coupled with an interest," meaning the proxy holder holds a direct financial or property stake in the shares themselves — such as a security interest under a loan agreement, a contractual right to purchase the shares, or a material right under a shareholders agreement that depends on exercising the voting authority.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>When a transaction depends on guaranteed voting control — a secured loan, an acquisition, or a strategic investment — a revocable proxy offers no real protection. A grantor who changes their mind, becomes incapacitated, or is pressured by third parties can withdraw a revocable proxy before the most critical vote. An irrevocable proxy eliminates that risk entirely. Lenders use it to protect collateral value; buyers use it to lock down shareholder approval during a pre-closing period; investors use it to ensure that the governance rights they negotiated cannot be unilaterally taken back. Without it, a single dissenting shareholder can derail a transaction at the last moment, triggering breach-of-contract claims, financing failures, and costly litigation. This template gives you a professionally structured starting point that covers every essential clause — irrevocability basis, scope, duration, and termination — so you can adapt it to your transaction and have it reviewed by counsel before execution.\u003C/p>\n",1779808963848]