You may be represented under a written power of attorney. However, the law prohibits the company’s managing director or a supervisory board member from acting as proxy. Choose someone else, such as a lawyer, family member or another trusted person, and give them written authority.
Who can represent me at a general meeting?
Under Section 126 of the Commercial Code, a shareholder participates personally or through a proxy appointed by written power of attorney. Personal attendance is therefore optional. If you cannot attend, you may appoint a representative.
The same provision expressly states that the proxy cannot be the company’s managing director or a supervisory board member. You cannot appoint a director even if convenient. This prevents a conflict of interest: the meeting reviews and approves the director’s activities and remuneration, so the director should not also vote on a shareholder’s behalf.
How should the power of attorney be prepared?
It must be written and clearly identify the shareholder, proxy, company and scope of authority: representation at a particular meeting or generally. For sensitive decisions, such as amending the memorandum, transferring a share or changing corporate bodies, define the scope and voting instructions precisely so the proxy does not exceed your intentions. The memorandum may add its own representation rules, so check it first.
How we can help
We prepare invitations, agendas and minutes through our general meeting service. Representation and voting rules can be planned in the memorandum of association. If representation or meeting proceedings have caused a dispute, we help through shareholder dispute resolution.
This answer provides general information on the law as at 17 August 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.
