Chapter VII - Management and Administration
Section 113
Section 113: representation of bodies corporate at meetings
Section 113 lets a body corporate that is a member or creditor of a company authorise a person, by resolution of its board or governing body, to represent it at meetings.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) A body corporate, whether a company within the meaning of this Act or not, may, — (a) if it is a member of a company within the meaning of this Act, by resolution of its Board of Directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the company, or at any meeting of any class of members of the company; (b) if it is a creditor, including a holder of debentures, of a company within the meaning of this Act, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be. (2) A person authorised by resolution under sub-section (1) shall be entitled to exercise the same rights and powers, including the right to vote by proxy and by postal ballot, on behalf of the body corporate which he represents as that body could exercise if it were an individual member, creditor or holder of debentures of the company.
Introduction
The representative exercises the same rights and powers the body corporate could exercise as an individual member, creditor or debenture-holder, including voting by proxy and by postal ballot.
Section 113 came into force on 12 September 2013 under S.O. 2754(E), except clause (b) of sub-section (1), which came into force on 1 April 2014 under S.O. 902(E).
Key takeaways
Member body corporate
May authorise a representative for any meeting of the company or of any class of members.
Creditor body corporate
Including a debenture-holder, may authorise a representative for creditors’ meetings under the Act, its rules, or a debenture or trust deed.
Full rights
The representative may exercise the rights the body could exercise as an individual, including proxy and postal ballot voting.
Authorising a representative
A body corporate, whether or not a company under the Act, may by resolution of its Board of Directors or other governing body authorise such person as it thinks fit to represent it at any meeting of a company of which it is a member, or of any class of members (clause (a)). If it is a creditor, including a debenture-holder, it may by resolution of its directors or governing body authorise a representative at creditors’ meetings held under the Act or its rules, or under a debenture or trust deed (clause (b)).
Rights of the representative
The authorised person may exercise the same rights and powers on behalf of the body corporate, including voting by proxy and by postal ballot, as the body could exercise if it were an individual member, creditor or debenture-holder (sub-section (2)). A representative is distinct from a proxy appointed under section 105, whose rights are narrower.
Practical preparation
Obtain a certified copy of the board or governing body resolution naming the representative and the meetings covered. Check it before the meeting. Record attendance of the representative separately from proxies.
Practical checklist
Do
- Ask for a certified copy of the authorising resolution.
- Distinguish representatives from proxies in attendance records.
Avoid
- Do not treat a representative as a proxy with limited rights.
- Do not accept authority given without a board or governing body resolution.
Illustrative example
Hypothetical: holding company at AGM
A holding company wants its finance head to attend and vote at its subsidiary’s AGM.
Resolve
The holding company’s Board passes a resolution authorising the finance head.
Produce
A certified copy is given to the subsidiary before the meeting.
Act
The finance head may speak and vote as the holding company could as an individual member.
Outcome
- The holding company is validly represented at the AGM.
Glossary
- Body corporate
- A corporate entity, whether or not a company under the Act, as used in section 113.
- Authorised representative
- The person named by resolution under section 113(1).
Frequently asked questions
Is a section 113 representative the same as a proxy?
No. A representative exercises the rights the body corporate would have as an individual member or creditor; a proxy under section 105 cannot speak and votes only on a poll.
Does a foreign company shareholder qualify?
Section 113 applies to a body corporate whether or not it is a company within the meaning of the Act.
Need help applying this provision to your situation?
Contact BizeneedLast updated 11 October 2026