Willem Johannes Louw
26 Apr 2026
Understanding when proof of authority is required, and the legal duty of chairpersons to verify representation at owners’ meetings in community schemes.
A question that can causes conflict at Annual General Meetings (AGMs) and other owners’ meetings is this: What is the legal status of a company representative when that company owns property within an estate, but the representative arrives without a proxy?
This exact issue recently arose after an AGM when a representative of XYZ Company insisted that he had the right to attend and participate in the meeting simply because he represented the company, and in this case, a State Owned Company (SOC).
The representative did not provide any written proxy or formal resolution authorising him to act on behalf of the company and was denied to (Section 58. “(a) participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder”;
After the meeting, the following letter was received by the Managing Agent:
“That your decision to refuse XYZ Company’s legitimate representatives to participate in the meeting in question remains in dispute.”
The matter was referred to the estate’s attorney for a legal opinion.
The Legal Position
The attorney’s opinion made it clear that South African law is well established on this point.
1. A Legal Entity Cannot Act on Its Own
“(…) it is trite law that any individual representing a legal entity must be duly authorised to do so (e.g. Individual representing a company must have a resolution from the executive authority of that company to represent said legal entity”.
A company is regarded in law as an artificial person. It cannot physically act, speak, or make decisions by itself.
As stated in Makate v Vodacom (Pty) Ltd [2016] ZACC 13:“A company is an artificial person and has no mind, will or hands of its own. It is, therefore, compelled to act through human agents.”
The court further confirmed that:
“The board of directors is responsible for the management and direction of the business affairs of the company.”
This means that any individual claiming to represent a company must be properly authorised to do so.
In practice, this authorisation usually takes the form of:
a board resolution, and/or
a written proxy.
Without such proof, neither the chairperson nor the managing agent can simply accept that the individual has authority.
2. The Companies Act Applies
Where the Property Owners Association is registered as a non-profit company, as is the case with ABC Estate Property Owners Association, the provisions of the Companies Act 71 of 2008 apply.
Section 58(1) and (2) of the Act deals specifically with proxies.
In summary, the Act states that:
a shareholder may appoint any individual as a proxy to attend, speak, and vote on their behalf;
the proxy appointment must be in writing;
it must be dated and signed by the shareholder; and
it remains valid for one year unless otherwise stated or revoked.
This means a verbal statement such as “I represent the company”, or an email
“Good Afternoon; The meeting invitation below has reference, Please allow Mr ABC (Manager Property Portfolio) a proxy to attend the meeting, which is scheduled online today at 18h00 on behalf of “XYZ Company”, is not enough.
3. No Proof of Authority = No Right to Participate
In the legal opinion sent to XYZ Company, the estate’s attorney confirmed that the representative had not supplied:
a valid proxy; or
a company resolution authorising him to act.
Therefore, the chairperson of the AGM had no legal basis to recognise him as the lawful representative of the company.
The refusal to allow participation was therefore legally justified.
4. Practical Rule for Meetings
To avoid disputes and delays at AGMs and owners’ meetings, the following rule should apply:
Whoever represents another owner, whether:
an individual owner,
a company,
a close corporation, or
a trust,
must produce the correct authority documents.
These normally include:
1. A Proxy:
A written proxy appointing the person to attend, speak, and vote.
2. A Resolution:
Where the owner is a legal entity, there should be a resolution confirming:
who the proxy holder is; and
who is authorised to sign documents on behalf of the entity.
3. Supporting Documentation:
The resolution should be attached to the proxy.
The Chairperson must verify authority before participation.
The Companies Act 71 of 2008 goes even further in protecting the integrity of meetings: Section 63 of the Companies Act regulates the conduct of meetings and clearly states that before any person may attend or participate in a shareholders’ meeting:
“(a) that person must present reasonably satisfactory identification; and
(b) the person presiding at the meeting must be reasonably satisfied that the right of that person to participate and vote, either as a shareholder, or as a proxy for a shareholder, has been reasonably verified."
This places a legal duty on the chairperson of the meeting.
The chairperson is not only entitled to ask questions or request documentation, he or she is in fact obliged to verify the identity of the person attending; and the legal authority of that person to participate and vote.
In practical terms, this means the chairperson may request an identity document or other proof of identification; a written proxy; a board resolution; trust resolutions or any other supporting documents necessary to verify authority.
If such proof is not provided, the chairperson may lawfully refuse that person permission to attend, speak, or vote and strengthens the argument that a chairperson acts correctly when refusing participation to an individual who merely claims to represent a company without documentary proof.
It is therefore not a matter of personal opinion or discretion alone, it is a matter of legal compliance.
The law is clear: representation is not assumed, it must be proven.
A person who arrives claiming to represent a company without a valid proxy and, where necessary, a supporting resolution, may lawfully be refused entry and participation.
Estate managers, chairpersons, and managing agents should ensure that these requirements are communicated clearly before every AGM to prevent unnecessary conflict and legal disputes.