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If Parent Corporation is sole shareholder of Subsidiary Corporation, who represents Parent at Subsidiary shareholder meetings?
Anonymous5 views4 answers
Would an officer(s) of Parent represent Parent as Shareholder Representative? Would the board of Parent represent Parent as Shareholder Representative?
It could be either. Does parent corp's governing documents designate anyone to represent parent and vote on its behalf within any other corp of which it is a shareholder? If not, parent corp needs to conduct a vote to designate someone to do so - either name a specific individual, or better, a particular office.
The question somewhat misunderstands the point of a shareholder meeting since you need more than 1 person/entity for a 'meeting'. If the shareholder is 1 ...then it's not really a meeting. That being said, if the Parent entity (A) is trying to vote the shares in Subsidiary entity (B) and it is the sole shareholder, then so long as the requirements for a 'meeting', quorum, location and time of meeting are met, theoretically, the board of A could send the Chairman of the Board of A to the shareholder 'meeting' for B. The board of A could appoint a proxy/representative to vote the shares that A owns in B as directed by the Board. BUT, since I'm fairly sure this is the 2nd or 3rd time youve asked this question on here, I strongly suggest you contact a business attorney before doing anything with respect to this situation. There are so many important details that matter here that arent in the question, and depending on what those are, the response here could change entirely...
Andrew John ContigugliaCriminal Defense AttorneyDenver, CO ·
Check the ByLaws of the parent corporation to see who should be designated for the subsidiary. If no one is, you might need a special meeting of the parent BOD to make the designation. It would be good practice to check the subsidiary ByLaws as well to make sure no problems arise with the parent representation.
The president of a corporation is ordinarily the representative of that corporation. The president of the corporation is elected by that corporation's board of directors. So, if corporation A is the owner of 100% of the stock of corporation B, then the president of A would represent A at the shareholders' meeting of corporation B. If corporation A did not want its president to represent A at B's shareholder meeting, the board of directors of A could appoint someone else for that role.
