Proxy

A Proxy is a document in writing that authorizes a person to attend and vote on behalf of a stockholder (for stock corporations) or a member (for non-stock corporations) during meetings of the stockholders or members of a corporation. It must be in writing, signed by the stockholder or member, and filed before the scheduled meeting with the corporate secretary.

How to use this document

The user will be asked to enter general information such as:

• Name of the corporation holding a meeting
• Type of corporation (whether the corporation is a stock or non-stock corporation)
• Name of the stockholder or member that is executing the proxy
• If the proxy will be signed by a representative (such as if the stockholder or member is a corporation), the name and position of the representative will also be asked
• If the corporation holding a meeting is a stock corporation, the user can choose whether the proxy can vote all the shares held by the stockholder or only a specific number of shares
• Place and date when the proxy will be signed

Once the general information has been completed, the user will be asked whether the proxy will be for a specific meeting or for a specific period. If the proxy will be for a specific meeting, the user will be asked for the details of the meeting for which the proxy will be valid for such as the place, date, and time of the meeting. The user will also be asked whether the proxy will be valid for any postponements or adjournments of the meeting. If the proxy will be for a specific period, the period of time (in years) when the proxy will be valid will be asked. A proxy cannot be valid for more than 5 years.

Finally, the user will be asked to list the names of the persons who will represent the stockholder or member. If there will be only one proxy, then the full name of the proxy should be entered.

Once the document is completed, it should be printed and signed by the stockholder or member (or their representatives). It must then be submitted to the Corporate Secretary or the person indicated in the notice of the meeting on or before the date indicated in the notice of the meeting. If there is no deadline for the submission of the proxies, it should be submitted before the scheduled meeting.

It must be noted that directors or trustees cannot attend or vote by proxy at board meetings.

Applicable law

The Revised Corporation Code of the Philippines is the general law that governs the meetings of the stockholders and directors of a corporation, including proxies. However, the requirements under the Corporation Code may be modified by the corporation's By-laws. There are other specific laws, such as the Securities Regulations Code, that may contain specific requirements depending on the type of corporation.

How to modify the template

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