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The Tax Publishers Company Meeting Quorum for Company Meeting--A Brief Pragya Bhandari 1. Introduction Where a number of persons come together or assemble for transacting any lawful business, then it is called a meeting. Company meetings are required to be convened and held in accordance with the related provisions of the Companies Act, 2013 and the rules framed thereunder. Therefore, every gathering or assembly may not constitute a company meeting. It is required that atleast two members should be present to constitute a valid meeting. However, even one person may constitute a meeting in certain exceptional circumstances (described herein after). The presence of minimum number of members in a meeting of a company for transacting any business is known as quorum. The term quorum is not specifically defined in the Companies Act, 2013. The proceedings of a meeting in the absence of a quorum would be null and void. The Companies Act, 2013 separately deals with the requirement of quorum in the case of a Board meeting and a general meeting. 2. Quorum for general meetings Section 103(1) of the Companies Act, 2013 specifies the requirement of quorum for public companies and private companies. The article of association of company can override the provisions of section 103 by providing a larger quorum. However a company has no power to provide a smaller quorum in its articles of association. Quorum for general meeting of public companies and private companies are discussed below- (i) Public companies As per section 103(1)(a), in case of public company, the quorum is required to be-- (a) Five members personally present where the number of members are not more than one thousand as on the date of meeting. (b) fifteen members personally present where the number of members are more than one thousand but up to five thousand as on the date of meeting. (c) thirty members personally present where the number of members are more than five thousand as on the date of meeting. Above stated provision is also applicable on listed public companies. (ii) Private companies SUBSCRIBE FOR FULL CONTENT

The Tax Publishers

Company Meeting

Quorum for Company Meeting--A Brief

Pragya Bhandari

1. Introduction

Where a number of persons come together or assemble for transacting any lawful business, then it is called a meeting. Company meetings are required to be convened and held in accordance with the related provisions of the Companies Act, 2013 and the rules framed thereunder. Therefore, every gathering or assembly may not constitute a company meeting.

It is required that atleast two members should be present to constitute a valid meeting. However, even one person may constitute a meeting in certain exceptional circumstances (described herein after). The presence of minimum number of members in a meeting of a company for transacting any business is known as quorum. The term quorum is not specifically defined in the Companies Act, 2013. The proceedings of a meeting in the absence of a quorum would be null and void.

The Companies Act, 2013 separately deals with the requirement of quorum in the case of a Board meeting and a general meeting.

2. Quorum for general meetings

Section 103(1) of the Companies Act, 2013 specifies the requirement of quorum for public companies and private companies. The article of association of company can override the provisions of section 103 by providing a larger quorum. However a company has no power to provide a smaller quorum in its articles of association.

Quorum for general meeting of public companies and private companies are discussed below-

(i) Public companies

As per section 103(1)(a), in case of public company, the quorum is required to be--

(a) Five members personally present where the number of members are not more than one thousand as on the date of meeting.

(b) fifteen members personally present where the number of members are more than one thousand but up to five thousand as on the date of meeting.

Above stated provision is also applicable on listed public companies.

(ii) Private companies