Any member can appoint a proxy, who need not be a member, to attend, speak and vote at a general meeting, and the proxy must follow the member’s voting instructions. Votes are taken first on a show of hands, where each person present has one vote, unless a poll is demanded, in which case votes are counted by shares and proxies can cast the member’s full voting rights.

Who can appoint a proxy, and who can be one?

Section 324(1) of the Companies Act 2006 entitles every member to appoint another person as proxy to exercise all or any of the member’s rights to attend, speak and vote at a meeting. The proxy does not have to be a member of the company. In a company with share capital, a member may appoint more than one proxy for the same meeting, provided each proxy is appointed for different shares (section 324(2)). Articles can give wider rights but cannot cut these down (section 331).

A corporate shareholder has a second option. Under section 323 its directors can authorise a person to act as its representative, who can then exercise the same powers as the corporation could if it were an individual member. A corporate representative is appointed by board resolution of the corporate member rather than by a proxy notice, and where several representatives are appointed for the same shares and vote differently, section 323(4) treats the power as not exercised.

How is a proxy appointed?

The statute leaves the form to the articles. Under article 45 of the model articles for private companies limited by shares, a proxy can only be validly appointed by a written proxy notice that:

  • states the name and address of the shareholder;
  • identifies the proxy and the meeting;
  • is signed by or on behalf of the shareholder, or authenticated as the directors decide; and
  • is delivered in accordance with the articles and any instructions in the notice of meeting.

Every notice calling a meeting must state, with reasonable prominence, the member’s right to appoint a proxy and any wider rights in the articles (section 325). Leaving the statement out does not invalidate the meeting, but every officer in default commits an offence. If the company pays to send out invitations to appoint a named person, such as the chair, as proxy, section 326 requires them to go to every member entitled to vote.

How early can a company insist on receiving proxy forms?

Section 327(2) makes void any article requiring a proxy appointment to be received earlier than 48 hours before the meeting or adjourned meeting, or, for a poll taken more than 48 hours after it was demanded, 24 hours before the poll. Parts of a day that are not working days are ignored (section 327(3)), so a meeting at 10am on a Monday allows a deadline no earlier than 10am on the preceding Thursday.

The model articles for private companies do not set a cut off of their own. Older companies still on Table A under the Companies (Tables A to F) Regulations 1985 usually have regulation 62, which requires a written appointment to be deposited not less than 48 hours before the meeting. Always check which articles apply before rejecting a late form.

How does a show of hands work?

Article 42 of the model articles says a resolution must be decided on a show of hands unless a poll is duly demanded. On a show of hands each member present in person has one vote, regardless of shareholding (section 284(2)). Each duly appointed proxy present also has one vote (section 285(1)), and a proxy appointed by several members with conflicting instructions has one vote for and one against (section 285(2)). The articles can vary these show of hands rules.

The chair’s declaration of the result on a show of hands, and the entry in the minutes, is conclusive evidence without proof of the numbers (section 320), unless a poll is demanded. An ordinary resolution on a show of hands needs a simple majority of the votes cast (section 282(3)); a special resolution needs at least 75% of the votes cast (section 283(4)).

When can a poll be demanded?

A poll counts votes by shareholding, so a large holder outvoted on a show of hands will usually demand one. Section 321 makes void any article that excludes the right to demand a poll, except on electing the chair or adjourning the meeting, and any article that would make ineffective a demand by:

  • at least 5 members with the right to vote on the resolution;
  • members representing at least 10% of the total voting rights on it; or
  • members holding voting shares paid up to at least 10% of the total paid up on all such shares.

Articles can be more generous. Model article 44 lets the chair, the directors, two or more persons with the right to vote, or holders of at least one tenth of the voting rights demand a poll, either in advance or at the meeting before or immediately after the show of hands result is declared. Table A regulation 46 similarly allows at least two members to demand one. A proxy appointed to vote on a matter may demand or join in demanding a poll (section 329).

How are votes counted on a poll?

On a poll each member has one vote per share, subject to the articles (section 284(3)). An ordinary resolution passes with a simple majority of the total voting rights of members voting in person, by proxy or in advance (section 282(4)); a special resolution needs at least 75% (section 283(5)). Abstentions are not counted either way.

A member need not use all their votes or cast them all the same way (section 322), and a member who appoints several proxies cannot give them more votes in total than the member holds (section 285(4)). Votes cast in advance only count if the articles provide for them (section 322A). Model article 44(4) requires polls to be taken immediately and in the manner the chair directs.

Illustration only

A company has 100 shares: A holds 60, and B, C and D hold 10 each. A sends a proxy; B, C and D attend. On a show of hands for an ordinary resolution, B, C and D vote against and A’s proxy votes for, so the resolution fails 3 to 1. The proxy demands a poll under article 44. On the poll the votes are 60 for and 30 against, so the resolution passes. The chair’s declaration on the show of hands is no longer conclusive because a poll was demanded.

Must a proxy follow instructions, and can the appointment be revoked?

Section 324A requires a proxy to vote in accordance with any instructions given by the appointing member. Under model article 45, a proxy notice may direct the proxy how to vote or to abstain, and unless it says otherwise it gives the proxy discretion on procedural resolutions and covers any adjournment.

Appointing a proxy does not stop the member attending and voting in person (model article 46(1)). An appointment can be revoked by written notice, which under article 46(3) takes effect only if delivered before the meeting starts. Section 330 protects things done by a proxy whose authority has ended unless the company receives notice of termination before the meeting begins, and articles cannot require that notice earlier than 48 hours before the meeting.

What mistakes come up most often?

  • Rejecting forms with an unlawful deadline. Any cut off earlier than 48 working hours before the meeting is void.
  • Missing proxy statement in the notice. Section 325 applies to every meeting notice, including short notice meetings.
  • Counting proxies wrongly in the quorum. Two proxies of the same member are not a quorum on their own (section 318(2)).
  • Treating the show of hands result as final after a poll demand. Once a valid poll is demanded, the poll result governs.
  • Forgetting the minutes. Minutes of every general meeting must be kept for at least ten years (section 355).

For how meetings get called in the first place, see members requisitioning a general meeting. Online voting and remote attendance are covered in virtual and hybrid company meetings, and private companies that want to avoid a meeting altogether can use written resolutions. The thresholds that make polls valuable to minority holders are set out in shareholder rights.

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Sources

Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.