Shareholder Proxy Agreement Template

As a company owner, shareholder agreements are essential to protect your investments and outline your rights as a shareholder. One type of shareholder agreement to consider is a shareholder proxy agreement. This agreement allows a shareholder to authorize another person or entity to vote on their behalf at shareholder meetings. Here is a shareholder proxy agreement template to guide you on what to include in your own agreement.


The introductory section should include the name and address of the company, the date of the agreement, and the names of the parties involved. It should also state the purpose of the agreement, which is to authorize a designated person to vote on behalf of the shareholder at future meetings.

Appointment of Proxy

This section establishes the appointment of the proxy and outlines the powers granted to them. It should include the name and address of the designated proxy and the specific decisions they can vote on, including:

– Election of directors

– Approval of auditors

– Approval of financial statements

– Changes to the company`s articles of incorporation

Duration of Proxy

The duration section outlines the length of time that the proxy is authorized to act on behalf of the shareholder. This section could include language specifying the duration of the arrangement by either specifying a date or a series of events.

Revocation of Proxy

This section outlines the conditions under which the shareholder can revoke the proxy agreement, such as the sale of their shares or at a specific time. It should also include information on how the shareholder would notify the proxy of the revocation.


This section outlines how the proxy will be compensated for their services. Compensation can take several forms, including a flat fee, a percentage of the shares, or a combination of both. This section should specify the compensation agreement and any other details that need to be outlined.


This section outlines the confidentiality between the shareholder and proxy. It should specify that the proxy will not disclose any information received as a result of their appointment or use of their power without shareholder consent.

Governing Law

This section specifies the applicable law governing the agreement and any disputes that may arise from the agreement.


A shareholder proxy agreement can be a valuable tool in protecting your investment and helping to ensure that your voice is heard at shareholder meetings. By using this template, you can create your own shareholder proxy agreement with all the necessary components to protect your rights as a shareholder.

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