Quorum requirements for general meetings (including AGMs)


Published by a UUÂãÁÄÖ±²¥ Corporate expert
Practice notes

Quorum requirements for general meetings (including AGMs)


Published by a UUÂãÁÄÖ±²¥ Corporate expert

Practice notes
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This Practice Note summarises the law relating to quorum requirements for a company’s general meeting or annual general meeting (AGM) and discusses the minimum quorum requirements under the Companies Act 2006 (CA 2006) and the Model Articles for private companies limited by shares and the Model Articles for public companies as set out in the Companies (Model Articles) Regulations 2008, SI 2008/3229, Sch 1 and Sch 3.

A general meeting (including an AGM) must satisfy the relevant quorum requirements (be quorate) for business to be validly transacted at the meeting. If the relevant quorum requirements are not satisfied (ie, the meeting is inquorate), any business transacted will be void.

In practice, quorum requirements are often set out in a company's articles of association. Where the articles contain no such provisions, then the relevant provisions of CA 2006 will apply.

During the coronavirus (COVID-19) pandemic, and the resulting restrictions on gatherings, many companies, in line with emergency legislation and governmental guidance, changed the way in which they planned for, and held, their general meetings and AGMs.

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Jurisdiction(s):
United Kingdom
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Key definition:
Quorum definition
What does Quorum mean?

The minimum number of qualifying individuals required to conduct valid business at either a general meeting of the shareholders or a meeting of the board of directors. If there are insufficient people the meeting is said to be inquorate and any resolutions passed at the meeting will be invalid. Subject to the articles of association, two qualifying persons present at a meeting of the company are a quorum, unless they are both a qualifying person as the representative of the same corporation or as proxy of the same member (CA 2006, s 318). In the case of single member companies, one qualifying person present at a meeting is a quorum (CA 2006, s 318).

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