When a company and trust each own a section and appoint the same person to attend a general meeting, how does the two-proxy limit apply?

Question

Answer 1

In terms of section 6(5) of the Sectional Titles Schemes Management Act, 2011, a person may not act as a proxy for more than two members at a general meeting of the body corporate. The answer to your question depends on how the company and trust appoint their representative. Let's explore three scenarios:

🔹 Scenario 1: Same Person Holds Two Proxies — One for the Company and One for the Trust

If a company and a trust each own a section and appoint the same individual to represent them at a general meeting by proxy (i.e. via proxy forms):

That person is acting as a proxy for two members.
✅ They have reached the maximum allowed under the Act.
🔒 They may not hold any additional proxies for any other members (natural or juristic).

Note: The Act does not differentiate between proxies given by individuals or entities. The limit applies strictly to the number of members represented by proxy — regardless of the nature of the member (individual, company, trust, etc.).

🔹 Scenario 2: Same Person Appointed as Legal Representative (Not by Proxy)

If the company and trust each appoint the same person to attend the meeting as their authorised representative, this is not considered a proxy appointment.

This applies whether the person is:

A director or trustee, or
A third party (e.g., attorney, employee, or agent) appointed by resolution or legal mandate (such as a power of attorney).

In this case:

The person is attending in an official legal capacity for each entity;
➡️ These roles do not count toward the two-proxy limit in section 6(5);
✅ The individual may still hold up to two additional proxies for other unrelated members.

Key condition: The appointments must be backed by proper documentation — such as a board resolution, trustee resolution, or power of attorney — and must not be in the form of a proxy.

🔹 Scenario 3: Same Person Holds Proxy for One Entity, Represents the Other as Legal Representative

In this hybrid scenario, the individual:

Acts as the legal representative (by mandate or resolution) for either the company or the trust, and
Holds a proxy for the other entity.

For example:

Legal representative of the company, and
Proxy for the trust.

In this case:

Only one proxy is being held;
✅ The person may still accept one additional proxy from another member.

This setup remains compliant with section 6(5), as the person is only acting as a proxy for one member.

Note: this is based on interpretation of multiple provisions

✅ Conclusion

Scenario 1 is explicitly governed by section 6(5), STSMA.
Scenarios 2 and 3 are legally valid under the STSMA framework, as there is no provision prohibiting legal mandates or restricting official representation, and the proxy limit applies strictly to proxies only.

Disclaimer: The information provided here is for general guidance on sectional title legislation and does not constitute formal legal advice. For specific legal interpretation, disputes, or official rulings, consult with qualified legal professionals or the Community Schemes Ombud Service. ELA can make mistakes. Double-check responses.

Answer 2

📘 Legislative References

STSMA Section 1(1) — Definition of "owner"

"owner", in relation to a unit or a section or an undivided share in the common property forming part of such unit, means, subject to subsection (5), the person in whose name the unit is registered at a deeds registry in terms of the Sectional Titles Act or in whom ownership is vested by statute, including the trustee in an insolvent estate, the liquidator of a company or close corporation which is an owner, the executor of an owner who has died, or the representative of an owner, who is a minor or of unsound mind, recognised by law, and "owned" and "ownership" have a corresponding meaning;

STSMA Section 2(1)

With effect from the date on which any person other than the developer becomes an owner of a unit in a scheme, there shall be deemed to be established for that scheme a body corporate of which the developer and such person are members, and any person who thereafter becomes an owner of a unit in that scheme is a member of that body corporate.

STSMA Section 6(5)

A member may be represented in person or by proxy at such meeting: Provided that a person must not act as a proxy for more than two members.

Disclaimer: ELL provides official legislative text and estate rules (such as the Code of Conduct) for information purposes only. It does not constitute legal advice. For assistance with legal interpretation or application, please consult a qualified professional.