Proxy Form Under Section 105 — Format and Legal Requirements 2026

Proxy Form Under Section explained: this guide covers what Proxy Form Under Section means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

What Is a Proxy?

A proxy is a person authorized by a member (shareholder) to attend and vote at a general meeting (AGM/EGM) on the member's behalf. Under Section 105(1) of the Companies Act, 2013: "A member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as a proxy to attend and vote at the meeting on his behalf." The proxy need NOT be a member of the company — any person can be appointed as a proxy (Section 105(1) proviso). The proxy form is prescribed as Form MGT-11 under Rule 19 of the Companies (Management and Administration) Rules, 2014.

Key Provisions — Section 105

Section 105(1) — Right to Appoint: Every member entitled to attend and vote at a general meeting can appoint a proxy. This is a statutory right — the AOA cannot take it away (it can only regulate the manner of exercise).

Section 105(2) — Proxy Limitations: (a) A proxy can attend and vote only on a poll — NOT on a show of hands (Section 107(2)). This means: if voting is by show of hands, the proxy cannot participate. The proxy's right to vote is exercisable only when a poll is demanded. (b) A proxy shall NOT speak at the meeting — they can only vote. However, if the AOA permits: a proxy may speak.

Section 105(3) — 48-Hour Deposit: The proxy form must be deposited at the registered office of the company not less than 48 hours before the meeting. Late deposits are invalid — the proxy has no authority.

Section 105(6) — Limits on Acting as Proxy: (a) A person can act as proxy on behalf of members not exceeding 50, AND (b) holding in the aggregate not more than 10% of the total voting capital. Exception: a member holding more than 10% may appoint a single proxy — and such proxy shall not act for any other person or shareholder.

Form MGT-11 — Proxy Form Format

CIN: | Registered Office:

PROXY FORM

Name of the Member(s): ___
Registered Address: ___
Email ID: ___
Folio No. / Client ID: ___
DP ID: ___

I/We, being the member(s) holding ___ shares of the above-named company, hereby appoint:

1. Name: ___ | Address: ___ | Email: ___ | Signature: ___ or failing him/her

2. Name: ___ | Address: ___ | Email: ___ | Signature: ___

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting / Extraordinary General Meeting of the Company, to be held on , , at at and at any adjournment thereof in respect of such resolutions as are indicated below:

Signed this ___ day of ___ 20___

Signature of Shareholder: ___ | Signature of Proxy Holder(s): ___

Notes:

1. This form of proxy, in order to be effective, should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.

2. A proxy need not be a member of the Company.

3. A person can act as proxy for members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital carrying voting rights. A member holding more than 10% may appoint a single person as proxy.

4. Affix Revenue Stamp .

Corporate Representative — Section 113

When a company is a member of another company: instead of appointing a proxy, it can authorize a person (typically a director or employee) to attend and vote at the meeting as its authorized representative under Section 113. The corporate member passes a Board Resolution authorizing the representative. Key differences from proxy: (a) an authorized representative can SPEAK and VOTE (a proxy can generally only vote on a poll), (b) the representative is treated as a member present in person — counted for quorum, (c) no limit on the number of companies a person can represent (unlike the 50-member proxy limit), (d) the Board Resolution (certified copy) must be deposited with the company — no specific time limit prescribed (but best practice: deposit along with the AGM notice or before the meeting).

Practical Considerations

1. Sending Proxy Form with Notice: Section 105(4): the AGM notice must state that a member entitled to attend and vote is entitled to appoint a proxy. The proxy form (MGT-11) must accompany every notice of a general meeting — either enclosed with the notice or available on the company website.

2. Revenue Stamp: In certain states: the proxy form must bear a revenue stamp (typically Re. 1). Without the stamp: the proxy may be considered invalid in those states. Check state-specific stamp requirements.

3. Authentication: The proxy form must be signed by the member. For shares held jointly: the proxy must be signed by the first-named joint holder (or all joint holders). For corporate members: the form must be signed by an authorized signatory with the company seal (if applicable).

4. Inspection: Under Section 105(7): the proxies lodged with the company are open for inspection during the period beginning 24 hours before the meeting and ending with the conclusion of the meeting. Any member has the right to inspect the proxies.

5. Revocation: A proxy can be revoked by: (a) the member appointing another proxy (the later proxy supersedes the earlier one), (b) the member attending the meeting in person — the proxy is automatically revoked, (c) the member sending written revocation to the company before the meeting.

Proxy vs E-Voting

With the widespread adoption of e-voting: the practical importance of proxies has diminished. E-voting allows members to vote from anywhere without attending the meeting or appointing a proxy. However, proxy remains important for: (a) members who want a representative at the meeting (for asking questions, participating in discussions), (b) institutional investors who send their fund managers as proxies, (c) situations where e-voting is not available (smaller companies). Many companies now explicitly state: "Members who have voted through e-voting need not appoint a proxy or attend the meeting."