Board & meetings
Quorum of a General Meeting: Section 103 and Why Proxies Do Not Count
Quick answer
What is the quorum for a private company’s general meeting?
Two members personally present, under Section 103(1)(b), unless the Articles provide for a larger number.
Quorum for a general meeting comes from Section 103(1) of the Companies Act, 2013. The number depends on whether the company is public or private and, for a public company, on how many members it has. The counting rule is where most attendance registers go wrong: only members personally present are counted.
The numbers
Section 103(1) — quorum of a general meeting
| Company | Number of members | Quorum (members personally present) |
|---|---|---|
| Public company | Not more than one thousand | Five |
| Public company | More than one thousand but up to five thousand | Fifteen |
| Public company | More than five thousand | Thirty |
| Private company | Any | Two |
The Articles may fix a higher number. Section 103(1) opens with words that give way to the Articles providing for a larger quorum, so a company whose Articles ask for more is held to that larger figure.
Personally present — and why proxies do not count
Section 103(1) counts members personally present. A member who attends through a proxy is represented at the meeting and belongs in the attendance record, but is not counted towards quorum. This is the single most common error in a general-meeting file: an attendance sheet that totals everyone who was in the room and treats the total as the quorum figure.
The practical consequence for record-keeping is that the attendance register has to keep the two apart — members present in person, and members represented by proxy — rather than recording one combined list. If your papers cannot answer “how many were personally present”, they cannot evidence quorum.
Authorised representatives of a body corporate
A body corporate that is a member may be represented at a general meeting by an authorised representative, and such a representative is generally treated as a member present in person rather than as a proxy. Check the authority instrument and your Articles, and record the representative by name alongside the body corporate they represent.
When quorum is not present
Section 103(2) deals with the meeting that cannot be constituted. Broadly, if quorum is not present within half an hour from the time appointed, the meeting stands adjourned to the same day in the next week at the same time and place, or to such other day and time as the Board may determine; and where the meeting was called on the requisition of members, it stands cancelled. Section 103(3) then provides for the adjourned meeting, where quorum is again absent, with the members present being the quorum. Confirm the exact text and any notice requirement for the adjourned meeting before you rely on this — an adjournment is a real outcome with its own papers, not a formality.
Quorum is tested, not assumed
- Count the members personally present at the time appointed for the meeting, and record the time.
- Keep members present in person and members represented by proxy in separate columns of the attendance register.
- Check the number against Section 103(1) for the company’s class and membership, and against the Articles if they ask for more.
- Record the quorum conclusion in the minutes — that quorum was present, and the figure it rested on.
- Where quorum failed, record the half-hour wait, the adjournment, and the day, time and place to which the meeting stood adjourned.
The One Person Company
A One Person Company does not hold an annual general meeting — the proviso to Section 96(1) says the provisions of that section do not apply to it. A quorum question therefore does not arise for its general meetings, and its business is recorded under Section 122(3).
Frequently asked questions
What is the quorum for a private company’s general meeting?
Two members personally present, under Section 103(1)(b), unless the Articles provide for a larger number.
Do proxies count towards quorum?
No. Section 103(1) counts members personally present. A member attending by proxy is recorded in the attendance register but is not counted towards quorum.
What is the quorum for a public company?
Five members personally present where the total number of members is not more than one thousand; fifteen where it is more than one thousand but up to five thousand; and thirty where it exceeds five thousand — unless the Articles fix a larger number.
What happens if quorum is not present at an AGM?
Section 103(2) provides for the meeting to stand adjourned where quorum is not present within half an hour from the appointed time, with the meeting standing cancelled where it had been called on a requisition of members. Confirm the current text and the notice requirements for the adjourned meeting before acting.
Is quorum counted once at the start or throughout the meeting?
Section 103 fixes the test by reference to the time appointed for the meeting. Whether quorum must subsist throughout is a question on which your Articles and SS-2 should be read, and practice is to note any material change in attendance during the meeting in the minutes.
This article is informational and is not legal advice. Confirm the current text of Section 103 of the Companies Act, 2013, SS-2 and your Articles before you treat a meeting as validly constituted.
Estimated read time: 6 min read
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