This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Is your meeting legally valid? Learn the quorum rules for board and general meetings, how to check your articles of association, and how to avoid invalid decision-making.
In company law, a quorum is the minimum number of people required at a board or general meeting for decisions made at that meeting to be valid and binding. Without a quorum, any decisions, votes or resolutions passed at the meeting can be legally challenged and held to be void. Understanding how quorum rules work under the Companies Act 2006, and how a company's own articles of association affect those rules, is essential for directors, shareholders, advisers, students and members of the public.
This article explains the statutory framework for quorum at board meetings and general meetings, how it applies in practice, the role of articles in setting quorum, what happens if a meeting is inquorate, and practical considerations when organising company meetings.
What Is a Quorum?
A quorum is the number of attendees required for a meeting to proceed and make valid decisions. It ensures that a representative group of directors or shareholders participates in decision‑making. A meeting without a quorum is known as inquorate and cannot transact substantive business. A quorum must be present from the start of a meeting and maintained throughout.
Quorum for General Meetings
Statutory Default Rules
Under section 318 of the Companies Act 2006, the statutory default quorum for a general meeting of a company limited by shares or guarantee is:
- One qualifying person if the company has only one member.
- Two qualifying persons in any other case, subject to the company's articles.
A qualifying person is generally:
- An individual member,
- A person authorised to act as a corporate representative, or
- A person appointed as a proxy for a member.
This statutory rule applies unless the company's articles of association state otherwise. Many companies adopt the Model Articles, which incorporate the statutory approach.
Articles May Change the Quorum
Articles of association often contain specific quorum provisions for general meetings and may:
- Require a higher number of members to form a quorum (for example, ten members or a percentage of total membership).
- Provide different rules for meetings conducted electronically or by hybrid means.
If the articles specify a quorum, that rule overrides the statutory default, provided it does not conflict with mandatory law.
What Happens When a Quorum Is Not Present
If a quorum is not present within a specified time (commonly 30 minutes after the start time), or if it ceases during the meeting:
- The chair must adjourn the meeting to a new date and time.
- Articles often set out how adjourned meetings handle quorum - for example, allowing a lower quorum or allowing those present to form a quorum.
An adjourned meeting usually requires fresh notice if it occurs more than seven days after the original meeting.
Quorum for Board Meetings (Directors' Meetings)
Statutory Position and Model Articles
Unlike general meetings, there is no statutory default quorum for board meetings in the Companies Act 2006. Instead, quorum for board meetings is determined by a company's articles of association.
Many companies adopt the Model Articles, which provide that:
- The quorum for board meetings must never be less than two directors.
- Unless the directors have fixed another figure in accordance with the articles, the default quorum is two.
- If the total number of directors is fewer than the required quorum, the directors may only make decisions to appoint additional directors or to call a general meeting to address the issue.
Customising Board Quorum in the Articles
Articles may specify different rules for board meeting quorums, provided they do not conflict with mandatory law. For example, a company intended to be managed by a sole director may adopt bespoke articles requiring a quorum of one.
In practice:
- If a board meeting's quorum is set at two directors and only one director attends, the meeting is inquorate and cannot validly make substantive decisions.
- Directors with a conflict of interest on a particular item may be excluded from quorum for that item if the articles so provide.
Practical Implications of Quorum Rules
Maintaining Quorum Throughout
A quorum must be present throughout the entire meeting. If quorum ceases partway through a meeting due to departures or exclusions (for example, because of a conflict of interest), the meeting may have to be adjourned or reconvened with a sufficient number of qualifying attendees.
Notice and Quorum
Proper notice and quorum are distinct but related. A meeting can be properly called with valid notice, but if the required quorum does not attend, the meeting cannot lawfully transact business. Company secretaries and chairs should ensure that notice periods and quorum requirements are met to validate decisions.
Proxy and Representation
Proxies and corporate representatives count towards quorum at a general meeting, provided they are entitled to attend and vote. Proxy appointments and their validity affect quorum calculations.
Some companies may elect to count only voting members towards quorum, but this must be clear in the articles.
Common Questions
Can Articles Require a Higher Quorum?
Yes. A company's articles may require a higher number of participants to form a quorum for general or board meetings than the statutory or Model Article defaults. Such provisions are common where significant decisions require broader participation.
What if a Quorum Is Lost During a Meeting?
If quorum is lost during a meeting, the meeting generally must be adjourned. Some articles allow those present at the adjourned meeting to constitute a quorum, but this depends on the specific wording of the articles.
Does a Proxy Always Count Toward Quorum?
A proxy appointed for a member counts towards quorum at general meetings, provided they are present for the meeting and entitled to vote. However, if a proxy is present solely for technical reasons (for example appointed by the same member as another proxy), specific statutory exclusions may apply.
Key Takeaways
Quorum rules ensure company decisions are made by a sufficiently representative group and protect the integrity of corporate governance. For general meetings, the Companies Act 2006 establishes statutory defaults - one qualifying person for a single‑member company and two for others - but the company's articles of association normally prevail and may set bespoke quorum requirements. For board meetings, quorum is determined entirely by the articles, and Model Articles commonly require at least two directors. If quorum is not present or ceases during a meeting, it must be adjourned. Understanding these rules and aligning notice, quorum and decision‑making procedures helps companies meet their legal obligations and avoid disputes about the validity of resolutions.
