Quorum at general meetings

Statutory provisions (Companies Act 2006)

Sec318 Quorum at meetings
(1) In the case of a company limited by shares or guarantee and having only one member, one qualifying person present at a meeting is a quorum.
(2) In any other case, subject to the provisions of the company's articles, two qualifying persons present at a meeting are a quorum, unless-
(a) each is a qualifying person only because he is authorised under section 323 to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or
(b) each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member.
(3) For the purposes of this section a "qualifying person" means-
(a) an individual who is a member of the company,
(b) a person authorised under section 323 (representation of corporations at meetings) to act as the representative of a corporation in relation to the meeting, or
(c) a person appointed as proxy of a member in relation to the meeting.

Notice that these rules are subject to the provisions of the company's articles.

Model Articles provisions

Quorum for general meetings
38. No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

Table A provisions

Art. 40. No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum.

Art. 41. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine.

Alternative provisions

Many companies state a higher quorum for their meetings. This may be particularly important where articles are drafted to ensure the ability of certain parties to attend any meeting.

Some company's articles add the following provisions:

(a) If a quorum is not present within half an hour from the time appointed for the start of a general meeting the meeting shall be adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the directors may determine; and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed for its start, such adjourned general meeting shall be dissolved.

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