Yes, an electronic proxy is valid at a general meeting if the law or the bylaws do not forbid it and if the signature clearly identifies the principal. In the 2026 AG Barometer (AFJE and Wolters Kluwer), 48% of organisations name the handling of notices and proxies as their main challenge.
This guide sets out the legal frame, the details a proxy must contain, and a reliable way to collect each mandate online, whether you use signed forms or an electronic-voting platform.
What makes an electronic proxy valid?
An electronic proxy has the same force as a paper mandate if the signature identifies the principal and ties that person to the act (article 1367 of the French Civil Code). A timestamp, an acknowledgement of receipt and an archive are what you can show on the day of the meeting.
Proxy, postal vote and online vote
With a proxy, the proxy holder votes in place of the absent member, in the room or online. With a postal vote, the member records a choice on each resolution before the meeting, with no intermediary. The French Interior Ministry’s “Ma procuration” scheme applies only to political elections. It does not apply to general meetings.
Which electronic signature level?
The EU eIDAS regulation (No 910/2014) sets three levels. The higher the stakes of the resolutions, the higher the level should be.
- Simple signature (a tick box or a click): acceptable, but you must still prove who signed.
- Advanced signature: uniquely linked to the signatory; later changes can be detected (article 26 eIDAS). This is the right compromise for most meetings.
- Qualified signature: based on a qualified certificate, with a presumption of reliability (decree No 2017-1416 of 28 September 2017). Useful for sensitive decisions.
A tick box with no prior authentication does not prove who gave the proxy.
Rules by type of organisation
A solid signature is not enough. The proxy holder must also be allowed by the rules that apply to your entity.
Companies: SA, SARL and SAS
In an SA (public limited company), a shareholder may be represented by a spouse, a civil partner, another shareholder or any person of their choice (L. 225-106). An electronic voting mandate, like a paper one, is valid for one meeting, or for two meetings held on the same day or within fifteen days (R. 225-79). Appointment and revocation may be notified electronically.
In an SARL (limited liability company), a member chooses a spouse or another member. A third party is allowed only if the bylaws say so (L. 223-28). In an SAS, article L. 227-9 leaves everything to the bylaws.
In all three forms, the law sets no cap on how many proxies one person may hold, unless the bylaws say otherwise.
Co-ownership: three proxies at most
Article 22 of the Act of 10 July 1965 limits each proxy holder to three voting mandates, unless the total of their own votes and those of their principals does not exceed 10% of the syndicate’s votes. The managing agent (syndic), their spouse or civil partner, their ascendants, descendants and employees may not receive a proxy.
A proxy handed in with no named holder is given, at the start of the meeting, to the chair of the co-owners’ council, who names the holder (article 15-1 of the decree of 17 March 1967). A proxy sent electronically can be valid. Check the cap before the poll opens.
Example. A co-owner arrives with five proxies. If their votes plus those of their principals exceed 10% of the syndicate, they may keep only three. The other two are not counted.
Associations: the bylaws decide
The Act of 1 July 1901 sets no rule on representation at a meeting. The bylaws and internal rules say who may hold a proxy, how many, and in what form. If the bylaws are silent on electronic form, have the board approve it before the notice goes out.
What the online proxy must contain
The instrument must identify the principal, the proxy holder (or state that it is left blank), the meeting concerned, and bear a dated signature.
- Usual first name, last name and address of the principal (required in an SA by R. 225-79), with the number of votes, shares or voting units.
- Identity of the proxy holder, or an express blank-proxy wording.
- Name of the entity, date, time and type of meeting.
- Any voting instructions, resolution by resolution.
- Date and electronic signature of the principal.
How to collect and secure electronic proxies
The organiser must be able to prove who signed, when the proxy was received, and that it was not altered.
In SAs, decree No 2026-94 of 13 February 2026 widens electronic notice to meetings convened from 1 July 2026. The proxy form can go out with that notice.
- Attach the form to the notice, with the return deadline.
- Authenticate the principal with a personal link or a one-time code.
- Timestamp each proxy and send an acknowledgement of receipt.
- Check caps and excluded persons before the meeting.
- Add the proxies to the attendance sheet, the quorum and the count.
- Archive the signed proxies with the minutes.
Proxies contain personal data. Their processing falls under the GDPR.
Example. An association of 200 members sends a personal proxy link. The day before, one member has received four proxies while the bylaws allow two. The secretary alerts the principals, who appoint someone else.
How Voteer helps
Voteer collects electronic proxies with a personal access, a timestamp and an automatic transfer of the principal’s votes to the proxy holder. The desk can see the caps before the poll opens.
