Legalese 2009 (Week 29)


proxy – person authorized by an absent stockholder or member to vote at a stockholders’ or members’ meeting; the term can also refer to the formal written authorization given by the absent stockholder or member (see Corporation Code of the Philippines Annotated, p. 490 [2006]).


“Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time.”  (Corporation Code, sec. 58).


In the absence of by-laws provisions to the contrary, no particular form or words are necessary to constitute a proxy. (see Corporate Code of the Philippines Annotated [2006], p. 490, citing Fletcher).


Under the Tax Code, stamp tax of 15 pesos must be paid for each proxy. The Corporate Secretary refused to recognize the proxy filed by a stockholder on the ground that the proxy does not have a documentary stamp affixed to it. Is the Corporate Secretary correct?