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What is the quorum for a board meeting?

Incorporation Services Limited provides an expert service for all your company formation and company law requirements, including all company secretarial matters such as the calling and conduct of company meetings.

This depends on the company's articles. Table A provides:

Art. 89. The quorum for the transaction of the business of the directors shall be fixed by the directors and unless so fixed shall be two. A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

Art. 90. The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

Note that a private company may have just one director. Many private companies have the following provision:

Whenever the minimum number of directors is one, a sole director shall have authority to exercise all the powers and discretions vested in the directors generally, and Article 89 of Table A (which relates to the quorum at board meetings) is modified accordingly.

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