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Proxy Shareholder Agreement

Proxy Shareholder Agreement Template for Philippines

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Key Requirements PROMPT example:

Proxy Shareholder Agreement

"I need a Proxy Shareholder Agreement for a Philippine technology startup where the majority shareholder, who will be relocating to Singapore, wants to appoint their business partner as proxy holder for a 12-month period starting January 2025."

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Document background
The Proxy Shareholder Agreement is a crucial document in Philippine corporate governance that enables shareholders to delegate their voting rights to authorized representatives. This arrangement is particularly valuable when shareholders cannot personally attend meetings or wish to entrust their voting rights to someone with specific expertise. The agreement must comply with the Corporation Code of the Philippines, SEC regulations, and relevant provisions of the Civil Code. It's commonly used in situations involving overseas shareholders, institutional investors, or complex corporate structures. The document typically includes detailed provisions on voting rights, duties of the proxy holder, termination conditions, and reporting requirements. The agreement's structure reflects Philippine legal requirements while accommodating international business practices, making it essential for both domestic and foreign investment scenarios.
Suggested Sections

1. Parties: Identification of the Principal Shareholder (Grantor), the Proxy Holder, and the Company

2. Background: Context of the agreement, including details of shareholding and reasons for proxy arrangement

3. Definitions: Key terms used throughout the agreement including 'Shares', 'Voting Rights', 'Proxy Period', etc.

4. Appointment of Proxy: Formal appointment clause specifying the proxy holder's appointment and scope of authority

5. Scope of Proxy Rights: Detailed description of voting rights and other shareholder rights being delegated

6. Duration and Termination: Term of the proxy arrangement and circumstances for termination

7. Obligations of the Proxy Holder: Duties, responsibilities and standard of care required from the proxy holder

8. Rights Retained by the Principal: Specification of rights retained by the principal shareholder

9. Representations and Warranties: Standard declarations by both parties regarding capacity and authority

10. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

11. Notices: Process and requirements for formal communications between parties

12. Execution: Signature blocks and execution requirements

Optional Sections

1. Proxy Holder Compensation: Include when the proxy holder will receive compensation for their services

2. Voting Instructions: Include when specific voting directions or guidelines need to be documented

3. Confidentiality: Include when sensitive information will be shared with the proxy holder

4. Sub-delegation Rights: Include when the proxy holder may need authority to delegate voting rights to others

5. Dispute Resolution: Include when parties want specific arbitration or mediation procedures

6. Share Transfer Restrictions: Include when there are limitations on the transfer of shares during the proxy period

7. Reporting Requirements: Include when the proxy holder must report voting decisions to the principal

Suggested Schedules

1. Schedule A - Share Details: Details of shares covered by the proxy arrangement including share certificates numbers and classes

2. Schedule B - Company Information: Relevant company details including registration number, registered office, and directors

3. Schedule C - Voting Guidelines: If applicable, specific instructions or guidelines for voting on certain matters

4. Appendix 1 - Form of Proxy Notice: Template for formal proxy notices to be submitted to the company

5. Appendix 2 - Deed of Revocation: Template for revoking the proxy arrangement if needed

6. Appendix 3 - Board Resolution: Copy of board resolution acknowledging the proxy arrangement if required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Banking & Financial Services

Real Estate

Manufacturing

Technology

Retail

Mining

Energy

Transportation

Telecommunications

Healthcare

Agriculture

Construction

Education

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Executive Management

Board of Directors

Shareholder Relations

Corporate Affairs

Investment Management

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Legal Officer

Corporate Governance Officer

Board Secretary

Managing Director

Chief Executive Officer

Chief Financial Officer

Investment Manager

Shareholder Relations Manager

Corporate Affairs Director

Legal Director

Company Director

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Primary legislation governing corporations in the Philippines, including provisions on stockholders' rights, voting, and proxy arrangements
Securities Regulation Code (Republic Act No. 8799): Regulates securities market and transactions, including provisions on proxy solicitation and requirements for publicly listed companies
Civil Code of the Philippines (Republic Act No. 386): Contains general provisions on contracts, agency relationships, and obligations which are relevant to proxy agreements
SEC Memorandum Circular No. 5, Series of 1996: Provides rules governing proxy solicitations and proxy voting in stockholders' meetings
Foreign Investments Act of 1991 (Republic Act No. 7042): Important for considering foreign ownership restrictions and voting rights if proxy arrangement involves foreign shareholders
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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