Corporate representatives
Corporate representatives

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Corporate representatives
  • Proxy or corporate representative?
  • A corporate representative's rights
  • Appointment
  • Multiple corporate representatives

As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a company in which it holds shares. This can be done by appointing one or more individuals to act as:

  1. its proxy, or

  2. its corporate representative

For details on proxies, see Practice Notes: Appointing a proxy and Voting by proxy.

Proxy or corporate representative?

Corporate representatives are often appointed instead of proxies in situations where:

  1. the deadline for filing a form of proxy has been missed

  2. a new matter of concern arises after the proxy has been appointed

  3. if a member wants to change its mind about its vote and decides to attend the meeting in person rather than changing the proxy's instructions

  4. a member decides it is administratively easier to send a corporate representative along to the meeting rather than filling in the form of proxy notice since there is no need to notify the company in advance of the appointment of a corporate representative (although evidence of the appointment will usually be required at the meeting itself (see Appointment below))

Another key difference between proxies and corporate representatives is that the rights of corporate representatives cannot be enhanced by the provisions of the company's articles of association. This may affect a member's decision on