Legal Articles

Proxies: are your articles of association correct?

Home / Knowledge base / Proxies: are your articles of association correct?

Posted by Robert Lee on 06 February 2011

Robert Lee - Head of Corporate Law
Robert Lee Partner - Head of Corporate

An important reform under the Companies Act 2006 (the ‘2006 Act’), which has managed to avoid the glare of publicity, is the right of members of a company limited by guarantee (usually not-for-profit organisations)  to appoint a proxy, to attend, vote and also to speak at the company’s general meeting. 

Under the previous regime (the Companies Act 1985), companies limited by guarantee were not obliged to allow members to appoint a proxy, although they could make provision in their articles of association for members to do so. 

Under the 2006 Act, any provisions in a not-for-profit company’s articles of association which specifically exclude the right of members to appoint proxies will be automatically null and void. Therefore, if you have not recently reviewed your articles of association, we strongly advise you to do so. Any provisions excluding the appointment of proxies should be deleted and, ideally, where your articles are silent on the subject of proxies, you might consider outlining the procedure that needs to be followed for appointing proxies.

You also need to be aware that, under the 2006 Act, notices calling for a general meeting must include a prominent statement alerting members to their right to appoint proxies. If you do not comply, an offence is committed by every officer of the company which is in default.

Finally, other changes relating to proxies enshrined in the 2006 Act include: •changes to the timing requirements for lodging proxy notices. Any provision in the articles stating that notice for appointing a proxy has to be received more than 48 hours (calculated on the basis of working days only) before the time of the meeting, is void; and •changes to the rules relating to proxies being entitled to vote on a show of hands. This is now allowable under the 2006 Act unless otherwise stated in the company articles.

Tags: Corporate

About the author

Robert Lee

Partner - Head of Corporate

Robert specialises in mergers and acquisitions, and corporate restructuring.

Robert Lee

Robert specialises in mergers and acquisitions, and corporate restructuring.

Recent articles

20 October 2020 Setting up an EMI scheme for your company

Over 12,000 companies across the UK use an EMI scheme (Enterprise Management Incentive) as a way of attracting, retaining and motivating their key employees. Our guide covers all the steps to set up your EMI scheme.

Read article
16 October 2020 Sales and leasebacks and the changes to the planning use classes order

We're covering just two topics very different to each other but both in their own way creatures of this pandemic which is truly dominating our lives. Those topics are sales and lease backs and the recent changes introduced to the planning use classes order

Read article
16 October 2020 Co-habiting couples - How much protection do you have?

It is becoming more and more common for couples to live together and start a family without getting married or entering into a civil partnership. Until the law catches up in this area, cohabiting couples need to be aware of their limited legal rights.

Read article
How can we help?
01926 732512