Atlas · Governance
Proxy to represent a shareholder in a general meeting must be appointed less than 1 year ago
AnswerA shareholder may be represented in a general meeting by a proxy appointed less than 1 year ago. The proxy must be a shareholder, company officer, lawyer, or, for public companies, a financial institution.
Reviewed on 2026-10-02 · next review 2027-04-02
Data
| Who | Criterion | Rule | Source | Data Date |
|---|---|---|---|---|
| Shareholder | Representation in general meeting | Proxy appointed less than 1 (one) year ago | Lei 6.404/1976, art. 126, § 1.º | 15/12/1976 |
| Proxy | Required qualification | Be a shareholder, company officer, or lawyer | Lei 6.404/1976, art. 126, § 1.º | 15/12/1976 |
| Public company | Proxy qualification | May also be a financial institution | Lei 6.404/1976, art. 126, § 1.º | 15/12/1976 |
Data consulted on 02/10/2026.
Basis
- Lei n.º 6.404/1976, compiled (Planalto, in Portuguese): Art. 126, § 1.º, establishes the maximum period for appointing a proxy and the qualification requirements for the mandate to represent shareholders in general meetings.
How it applies
Shareholders have the right to be represented in general meetings through a proxy. For the representation to be valid, it is mandatory that the power of attorney be granted less than 1 (one) year ago. In addition to the time limit, the law requires the proxy to meet specific qualification requirements: being a shareholder of the company, an officer of the same, or a lawyer. Exceptionally, in the case of public companies, the role of proxy may also be exercised by a financial institution; for investment funds, the fund manager must represent the co-owners.
Limits
- This sheet is restricted to the rules for representation by proxy in general meetings provided for in the Joint Stock Corporation Law (Law 6.404/1976).
- The sheet does not address specific rules or additional regulations that the Securities and Exchange Commission (CVM) may establish regarding proxy requests (e.g., remote voting or market rules).
- Legislative changes subsequent to the reference date of this source must be verified directly on the Planalto portal or in official CVM communications.