Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Quorum definition

What does Quorum mean? The minimum number of people who must be present for a meeting to transact business validly. In company practice this applies to both general meetings and board meetings. If the quorum is not met, the meeting is inquorate; business should not be conducted other than adjournment, and any purported resolutions are generally invalid. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006, s 318, sets the default quorum for general meetings: two qualifying persons (a member, a corporate representative or a proxy), subject to the articles of association. Multiple proxies for the same member, or multiple corporate representatives...

General meeting quorum under the Companies Act 2006 and Model Articles: qualifying persons, capacity issues, bespoke article provisions, class meetings, court-ordered meetings and adjournment

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note

This Practice Note outlines the law on Quorum thresholds for a company’s general meeting or annual general meeting (AGM) and reviews 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 contained in Schedule 1 and Schedule 3 to the Companies (Model Articles) Regulations 2008, SI 2008/3229. A general meeting (including an AGM) must satisfy the applicable quorum (be quorate) for business to be validly conducted at the meeting. If the relevant quorum is not met (ie, the meeting is inquorate), any business conducted will be void. In practice, quorum provisions are often included in a company’s articles of association. Where the articles include no such provisions, the relevant provisions of CA 2006 will apply. During the coronavirus (COVID-19) pandemic, and the consequent restrictions on gatherings, many companies, following emergency legislation and governmental guidance, altered the way they planned for, and held, their general meetings and AGMs. However, many have since made changes to their articles of association and developed practical arrangements for the holding of meetings that continue to operate and remain embedded in corporate meeting practice...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...