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Quorum for AGM Annual/ Extraordinary General Meeting EGM

“Quorum” means the minimum number of members whose presence is necessary for holding of a meeting.

Quorum for a meeting under company law - the presence of minimum number of attendants as prescribed in order to consider that meeting as duly held under the law.

Provisions under the Companies Act, 2013

Provisions for Quorum for General Meetings including Extraordinary General Meeting and Annual General Meeting are prescribed under Section 103 of the Companies Act, 2013.

In case of a Public company,—

If No. of members as on the date of meeting
Not more than 1,000
5 members personally present
More than 1,000 but up to 5,000
15 members personally present
Exceeds 5,000
30 members personally present

In the case of a Private company,—

> Quorum - 2 members personally present at the meeting;

> Here, min. 2 members quorum requirement is irrespective of the no. of members as on the meeting date.

Larger quorum number requirement under the Articles of Association

As per section 103(1), the articles of the company can provide for a larger number for quorum for meetings.

The articles of the company can have such larger quorum provision at the time of incorporation itself or else subsequently the articles can be altered by following necessary procedure to increase the quorum requirement. And, if needed, the same can be further altered to reduce it any time in future also by following necessary legal procedure.

But the articles can not provide for quorum requirement below the minimum numbers as mentioned at the top for public and private companies. It can only be increased and not reduced below minimum.

Quorum for adjourned meeting

The minimum members personally present requirement for adjourned meeting is same as the regular meeting.

Consequences of Quorum being not present

If the quorum is not present within half-an-hour from the scheduled time of the meeting —

> In case the meeting is called by requisitionists under section 100, it shall stand cancelled;

In all other cases, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; and

   >> the company shall give not less than 3 days’ notice to the members in this regard;
   >> notice can be given either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.

Quorum not present in adjourned meeting

In case in the adjourned meeting, a quorum is not present within half-an-hour from the scheduled time of the meeting, the members present shall be the quorum. [Here, members means at least 2 members.]

Also check out Secretarial Standard-2 (SS-2) on General Meetings for further provisions on quorum.


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