Proxy voting in strata: Rules and limits
Note: This article is intended as a general guide only, and should not be taken as legal or professional advice. It’s essential to consult with a qualified professional or seek advice from your managing agent if you have specific questions or concerns about strata living.
This version of the article was updated on .
The one-minute guide
What a proxy is: A written authority that lets another person attend a strata meeting and vote on your behalf. It is the primary way to participate in a meeting you cannot attend.
The form matters: A proxy must use the NSW Fair Trading approved form, be signed, dated, and name the proxy holder. An invalid form means no valid proxy.
Deadlines: Large schemes (100+ lots) — the form must reach the secretary at least 24 hours before the meeting. All other schemes — the form must arrive at or before the meeting starts.
How long it lasts: By default, until the later of 12 months from signing or the end of the second AGM held after signing. You can specify a shorter period on the form, including limiting it to one meeting only.
Proxy limits exist to prevent proxy farming: In schemes of 20 lots or fewer, one proxy per person maximum. In schemes of more than 20 lots, no more than 5% of total lots. Holding too many proxies means you cannot use any of them.
Key restrictions: A strata manager, building manager, or on-site residential property manager cannot use a proxy to vote in a way that gives them a material financial benefit. A proxy cannot be passed on to another person.
If you own a lot but cannot make it to a strata meeting, appointing a proxy is how you participate. Get it right and your vote counts. Get the form wrong or miss the deadline and your proxy is invalid. This guide explains how the proxy system works in NSW, what a proxy can and cannot do, who is restricted from using proxies, and the limits that exist to stop one person accumulating too much voting power.
What is a proxy and when should you use one?
A proxy is a written authority given by a lot owner to another person, allowing that person to attend a general meeting of the owners corporation and exercise the owner's voting rights in their place. The person appointed as proxy is called the proxy holder.
You should consider appointing a proxy whenever you cannot attend an AGM or extraordinary general meeting in person and either pre-meeting electronic voting is not available or sufficient for your purposes, or you want someone present who can respond to debate, amendments to motions, or unexpected items that arise at the meeting. A pre-meeting electronic vote fixes your vote in advance; a proxy holder can adapt to what happens in the room.
Who can be a proxy?
Anyone can be appointed as a proxy. The proxy holder does not need to be a lot owner or have any connection to the scheme. You can appoint a family member, a friend, a tenant, a solicitor, or even your strata manager (subject to the restrictions on strata managers discussed below). The proxy holder must be an individual person; you cannot appoint a company as a proxy.
| Audience | Relevance | Why it matters |
|---|---|---|
| Lot owners who cannot attend meetings | Essential | Appointing a proxy is the best way to ensure your vote is exercised when you cannot attend. Read this article before completing the form. |
| Investor owners living remotely | Very important | Many investor owners never attend meetings in person. Understanding the proxy system and its limits is critical to participating in your scheme's governance. |
| Committee members and strata managers | Important | Understanding proxy rules helps you ensure meetings are conducted correctly and invalid proxies are identified before they affect a vote. |
| Anyone asked to act as proxy for another owner | Relevant | If you are holding a proxy for someone else, understand what you can and cannot do with it, including the voting direction requirements. |
TL;DR: A proxy lets another person attend and vote on your behalf at a general meeting. Anyone can be appointed as proxy. A pre-meeting electronic vote is an alternative, but a proxy gives you a live representative who can respond to what happens at the meeting.
How to appoint a proxy: formal requirements
The rules around proxy appointment are set out in Schedule 1, Clause 26 of the Strata Schemes Management Act 2015 (NSW). Getting these right is not optional: a proxy that does not comply with the requirements is not a duly appointed proxy and cannot be used to vote.
Use the approved form
The proxy must be made using the form approved by the NSW Fair Trading Secretary. This is NSW Fair Trading Form 1 (Proxy Appointment). Your strata manager will include a copy in the meeting notice pack, or you can download it from the NSW Fair Trading website. An informal letter or email appointing a proxy is not valid, regardless of how clear the owner's intention is.
The form must be signed and dated
The form must be signed by the owner appointing the proxy (or executed in another manner permitted by the regulations, such as electronic signature). It must also contain the date on which it was made. A proxy without a date is ineffective. The date matters because it determines the proxy's duration.
The form must name the proxy holder
The form must identify the person being appointed as proxy by name. A form that leaves the proxy holder blank, or appoints 'the chairperson' or 'whoever attends' without naming an individual, is likely to be invalid and may be challenged.
Instructions on voting
The approved form must provide for two types of voting instruction:
- General voting authority: whether the proxy holder is authorised to vote on all matters or only on specified matters. If you want your proxy to be able to vote on everything, tick the relevant box. If you only want them to vote on certain motions, specify which ones.
- Strata manager appointment: the form must state how the proxy holder should vote on any motion relating to the appointment or continuation in office of the strata managing agent. This cannot be left blank for that specific type of motion. If you have a view on the strata manager, record it on the form.
If the form limits how the proxy holder may vote on a particular matter, a vote by the proxy that ignores that limitation is invalid. The proxy holder is bound by the instructions you give them.
Deadlines for submitting the form
The form is ineffective unless it is delivered to the secretary of the OC within the required timeframe:
- Large schemes (100 lots or more, excluding utility and parking lots): the form must be given to the secretary at least 24 hours before the first meeting at which it is to operate.
- All other schemes: the form must be given to the secretary at or before the commencement of the meeting. In practice, the strata manager will collect proxy forms as owners arrive and check them in.
For large schemes, the 24-hour deadline is strict. If you are cutting it close, send the form directly to the strata manager by email well in advance rather than relying on post. Proxies received after the deadline cannot be used at that meeting.
A defective proxy cannot be fixed at the meeting
If the proxy form is unsigned, undated, does not name a proxy holder, or arrives after the deadline, the proxy is invalid. The chairperson must reject it. The person who intended to be the proxy cannot vote on your behalf. This is not a technicality that can be waived on the day. Always complete the form carefully and submit it with time to spare.
TL;DR: Use the NSW Fair Trading approved form. Sign it, date it, name the proxy holder, and include voting instructions including how to vote on any strata manager appointment motion. Submit to the secretary at least 24 hours before the meeting for large schemes, or at or before the meeting for smaller schemes.
How long does a proxy last?
A proxy does not necessarily expire after one meeting. Understanding its duration matters particularly for investors who appoint ongoing proxies for a family member or property manager.
Under Schedule 1, Clause 26(4) of the Act, a proxy appointment remains effective from the date it takes effect until the later of:
- The first anniversary of the date the proxy takes effect (12 months), and
- The conclusion of the second annual general meeting held after that date
This means the proxy lasts until whichever of those two events occurs later. If the scheme holds AGMs annually, the second AGM typically occurs around 24 months after the proxy was signed — so it is the later event and the proxy runs until then. If AGMs are held more frequently and the second AGM falls before the 12-month mark, the proxy still runs to 12 months.
If you want to limit a proxy to a shorter period — for example, to a single meeting or a specified number of months — you specify that on the approved form. The form provides options including '1 meeting', a specified number of months, or '12 months or 2 consecutive annual general meetings'. A shorter period overrides the default. But if an owner completes a proxy form without specifying any period restriction, the Clause 26(4) default applies.
When a proxy ceases to have effect
A proxy ceases to operate in the following circumstances:
- The instrument specifies an earlier expiry date or a shorter period, and that period ends.
- The owner delivers a later proxy form to the secretary. The later form automatically supersedes the earlier one (Clause 26(6)).
- The proxy is sooner revoked — for example, by written notice to the secretary before the meeting.
- The owner attends the meeting and votes in person on a particular matter. The proxy cannot vote on any matter that the appointing owner votes on personally (Clause 26(5)). Note: this does not revoke the proxy entirely — it simply prevents the proxy voting on the same matter as the owner.
Proxies survive adjournments
If a meeting is adjourned to a later date, a proxy that was valid for the original meeting remains valid for the adjourned meeting. You do not need to resubmit a proxy form simply because a meeting is postponed or adjourned.
TL;DR: By default, a proxy lasts until the later of 12 months from signing or the end of the second AGM after signing. The form allows you to specify a shorter period, including limiting it to one meeting. A later proxy form automatically supersedes an earlier one. If the owner votes in person on a matter, the proxy cannot vote on that same matter.
Proxy limits: the anti-proxy-farming rules
One of the most significant proxy reforms introduced by the 2016 strata law overhaul was the cap on how many proxies a single person can hold. Before this reform, there was no limit, which allowed individuals to collect large numbers of proxies and effectively control a meeting. This practice, known as proxy farming, could be used to push through decisions that most owners would have opposed if they had attended.
The cap
| Scheme size | Max proxies one person can hold | Example |
|---|---|---|
| 20 lots or fewer | 1 proxy | In a 15-lot scheme, you can hold 1 proxy. You would vote for your own lot plus 1 other. |
| More than 20 lots | Up to 5% of total lots | In a 40-lot scheme: 5% = 2. In a 100-lot scheme: 5% = 5. In a 200-lot scheme: 5% = 10. |
The consequence of holding too many proxies
If a person holds more proxies than permitted, they cannot vote using any of their proxy votes. Not just the excess ones — all of them. The statutory proxy form itself warns of this consequence. If you are the target of multiple proxy appointments, count them carefully and return any that would put you over the limit before the meeting begins.
The multi-lot owner exception
A person who owns more than one lot in a scheme can appoint a single proxy to act on behalf of all their lots. This is not the same as one person holding multiple proxies from different owners. When a multi-lot owner appoints a proxy for their own lots, that single proxy instrument covers all their lots. This is an appointment by the owner of their own rights, and it does not count toward the proxy holder's cap under Clause 26(7).
Co-owners and the proxy limit
The proxy limit applies to proxies held 'other than proxies held by the person as the co-owner of a lot.' Where two people jointly own a lot, one co-owner can act as proxy for the other co-owners of that same lot without that counting against the cap. This is a narrow exception and applies only to the shared lot.
Worked examples
Scheme of 15 lots: Maria holds 2 proxy appointments from other owners. This exceeds the cap of 1. Maria cannot vote using any proxies at all — not the first one and not the second.
Scheme of 60 lots: James holds 3 proxy appointments. The cap is 5% of 60 = 3. James can hold exactly 3 proxies and can also vote for his own lot.
Scheme of 100 lots: One owner has 5 proxy appointments. The cap is 5% of 100 = 5. They are exactly at the limit and can also vote for their own lot, giving them 6 votes total.
Multi-lot scenario: Sarah owns 4 lots in a 50-lot scheme and appoints one proxy for all 4 lots. Her proxy holder does not hold '4 proxies' within the meaning of the cap — they hold one appointment covering Sarah's 4 lots. The proxy holder can still hold up to 2 further proxies from other owners (5% of 50 = 2) without exceeding the limit.
TL;DR: In schemes of 20 lots or fewer, one proxy per person. In schemes over 20 lots, a maximum of 5% of total lots. Holding even one too many means you cannot use any proxy votes. Count carefully before the meeting.
What a proxy can and cannot do
| A proxy CAN | A proxy CANNOT |
|---|---|
| Attend the general meeting, including by electronic means if permitted | Be passed on or sub-delegated to another person |
| Speak and participate in debate on motions | Vote if the owner who appointed them attends and exercises their own vote on the same matter |
| Vote on any motion, subject to instructions on the form | Vote on matters excluded by the instrument of appointment |
| Demand a poll on any motion | Be used by a strata manager to vote in a way that gives them a material financial benefit |
| Vote in their own right on matters where they are also an owner | Be used by an original owner under a contract for sale or related contract |
| Count toward quorum | Be submitted after the deadline for large schemes (24 hours before) |
| Vote for strata committee elections at the meeting |
The strata manager restriction
A strata managing agent, building manager, or on-site residential property manager who holds a proxy cannot use it to vote on any matter in a way that would give them (or assist them to obtain) a material benefit or pecuniary interest from the decision. The most obvious example is a motion to appoint or continue the strata manager: if the strata manager is holding a proxy, they cannot use that proxy to vote in favour of their own appointment or continuation in office. This restriction also applies to any other matter where the vote would materially benefit the strata manager financially, such as approving their fees or expanding the scope of their agreement.
Sale contract restriction
A contract for the sale of a lot, or any ancillary or related contract or arrangement, cannot validly require the purchaser of a lot to give a proxy to another person for voting at OC meetings, or to vote in a particular way at the direction of another person. Any such provision is void and unenforceable. This is designed to prevent developers from using sale contracts to retain control over the OC's voting after the initial period.
Proxies and committee elections
A proxy holder can vote at the meeting on behalf of the owner who appointed them, including in the strata committee election. This is different from pre-meeting electronic voting, which cannot be used for committee elections. If an owner submits a pre-meeting electronic vote on all motions and also appoints a proxy, the pre-meeting electronic vote on committee elections has no effect — the proxy holder votes at the meeting for that election.
TL;DR: A proxy holder can attend, speak, vote on motions, demand polls, and count toward quorum. They cannot sub-delegate, vote on matters excluded by the form, or vote in person on any matter where the owner themselves has already voted. Strata managers cannot use proxies to benefit themselves financially.
Practical tips for appointing and holding proxies
If you are appointing a proxy
- Download or request the NSW Fair Trading approved proxy form. Do not use a letter or email in place of the form.
- Complete every section carefully. Sign it, date it, and clearly write the proxy holder's full name.
- Decide whether you want your proxy to vote freely on all matters or only on specified matters. For most owners, a general authority is appropriate.
- For the strata manager appointment question, record your preference even if you expect it to be uncontested. It protects you if the motion is amended or contested unexpectedly.
- Submit well before the deadline. For large schemes, send by email to the strata manager at least 48 hours before the meeting to allow time for any technical issues.
- If you change your mind, submit a new proxy form before the deadline. The later form automatically revokes the earlier one.
- If you decide to attend in person after all, advise the strata manager before the meeting. You can attend and vote in person, which automatically overrides your proxy's vote on any matter you vote on yourself.
If you are holding a proxy for someone else
- Read the proxy form carefully before the meeting. Understand what you are and are not authorised to vote on, and how you are directed to vote on the strata manager appointment motion.
- Count the proxies you hold before the meeting. Check the scheme size and confirm you are within the limit. If you are over the limit, you cannot use any of your proxy votes.
- You may vote in your own right for your own lot as well as using your proxy votes. These are separate.
- You cannot hand a proxy to another person at the meeting if you cannot stay. If you need to leave before the vote on a motion, you should either stay for the key votes or advise the owner in advance so they can make alternative arrangements.
- For the strata manager appointment, follow the instruction on the form. You are bound by it. If the form does not specify, you may vote as you see fit on that motion.
If you are a strata manager holding proxies
- Keep a count of how many proxy forms have been submitted in your name and verify that the total does not exceed the applicable limit before the meeting begins.
- Disclose to the chairperson at the commencement of the meeting how many proxies you hold.
- Do not exercise any proxy on a motion that would give you a material benefit. This includes motions to appoint, continue, or expand the scope of your own appointment, or to approve increases in your fees. The owner who gave you the proxy cannot instruct you to do this either — the restriction is absolute.
TL;DR: Complete the approved form carefully, date and sign it, name the proxy holder, and include voting instructions. Submit before the deadline. Count the proxies you hold before the meeting. A proxy holder is bound by the instructions on the form and cannot sub-delegate.
Frequently asked questions
Can I appoint my tenant as my proxy?
Yes. There is no requirement for a proxy holder to be a lot owner. A tenant, family member, property manager, or any other individual can be appointed. The person you appoint will be able to attend and vote on your behalf at the general meeting.
Can I give my proxy to the strata manager?
Yes, you can appoint the strata manager as your proxy. However, if you do, they cannot use your proxy to vote on any motion that would give them a material financial benefit, including a motion about their own appointment, reappointment, or fees. If the meeting includes such a motion and they hold your proxy, they must abstain from using your proxy vote on that motion. For this reason, appointing the strata manager as your proxy is not generally advisable if there are any contested matters about their management on the agenda.
What happens if I forget to submit the proxy form in time?
For large schemes, if the form arrives after the 24-hour deadline it cannot be accepted for that meeting. For other schemes, if the form arrives after the meeting has started, it is also ineffective. There is no discretion to waive the deadline. The intended proxy holder can still attend the meeting as an observer if they are entitled to do so, but cannot vote on your behalf.
Can I give the proxy holder specific instructions on how to vote on each motion?
Yes, and this is often the most practical approach. The approved form allows you to specify how the proxy holder must vote on each motion, or on specific motions. If you specify voting instructions, the proxy holder is bound by them. If they vote contrary to your instructions, that vote is invalid. You can also give a general authority if you trust the proxy holder's judgement on all matters.
My proxy holder was holding too many proxies. What happens to all the votes?
If a person holds more proxies than the limit allows, they cannot cast any proxy votes at all. Not just the excess ones — every proxy they hold becomes unusable. This is the statutory consequence under Schedule 1 of the Act and it is stated on the face of the approved proxy form. If this happened at a meeting you attended by proxy, and if the invalid proxy votes would have changed the outcome of a vote, you may be able to apply to NCAT to invalidate the relevant resolution. Seek legal advice promptly if this situation arises.
Can a proxy be used at a strata committee meeting?
No. Proxies under Schedule 1 of the Act apply to general meetings of the owners corporation. Strata committee meetings are governed by Schedule 2, which has different rules. Committee members cannot appoint proxies to attend committee meetings in their place in the same way. However, a committee member may, with the committee's consent, appoint another eligible person to act in their place at a specific committee meeting. This is an 'acting member' arrangement under Section 34 of the Act, not a proxy.
The previous owner of my lot had given a proxy before I bought. Is it still valid?
No. A proxy is given by the lot owner who signs the form. If that person sells the lot and is no longer recorded on the strata roll as the owner, the proxy they gave no longer has any effect. The proxy is personal to the owner who appointed it and does not transfer with the lot. Check with your strata manager that all proxies on file are from current registered owners.
TL;DR: Tenants and non-owners can be appointed as proxies. Strata managers can hold proxies but cannot use them to benefit themselves. Missed deadlines cannot be waived. Specific voting instructions bind the proxy holder. Holding too many proxies voids all proxy votes, not just the excess ones. Proxies cannot be used at committee meetings.
Important
This article provides a general overview of proxy voting rules in NSW strata schemes under the Strata Schemes Management Act 2015 as at the date of publication. The NSW Fair Trading approved proxy form (Form 1 — Proxy Appointment) is available from your strata manager or from the NSW Fair Trading website. Relevant legislation: Strata Schemes Management Act 2015 (NSW), Schedule 1, Clauses 25 to 27 (proxy appointment, proxy limits, restrictions on use of proxies).
Related reading
- What to expect at your first AGM — learning.netstrata.com.au
- How to become a strata committee member — learning.netstrata.com.au
- Meetings and voting: democratic processes and procedures — learning.netstrata.com.au
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