By using Apprenticeforums services you agree to our Cookies Use and Data Transfer outside the EU.
We and our partners operate globally and use cookies, including for analytics, personalisation, ads and Newsletters.

  • Join our UK Small business Forum

    Helping business owners with every day advice, tips and discussions with likeminded business owners. Become apart of a community surrounded by level headed business folk from around the UK


    Join us!

Articles of Association - Quorum for general meetings

B

BusinessABC

New Member
My question is whether the Articles of Association can override the Companies Act 2006 with regards to the quorum at general meetings? Specifically, is it possible for a company's Articles of Association to require a quorum of just one person under certain circumstances?

I was thinking of adding a provision to the AoA, along the lines of;
  1. A quorum for general meetings shall only be met if those present at the meeting represent, either as members or by proxy, more than 50% of the total shareholding of the company.
  2. If only one person is present at the meeting and they represent, either as a member or by proxy, at least 50% of the total shareholding of the company, then their presence alone shall constitute a quorum.
Would this provision be allowed within the AoA, or would section 318 of the Companies Act 2006 override this?

Thanks in advance for any advice you can give on this matter.
 
G

Goingitalone

Member
Verified Member
I could be wrong but I very much doubt the articles of association can overide the law of the land - why would this ever be allowed?
 
B

BusinessABC

New Member
I could be wrong but I very much doubt the articles of association can overide the law of the land - why would this ever be allowed?
Thanks for your reply. I think perhaps the word "override" was the wrong one for me to use.

Section 318 of the Companies Act 2006 says;

(1)In the case of a company limited by shares or guarantee and having only one member, one qualifying person present at a meeting is a quorum.

(2)In any other case, subject to the provisions of the company's articles, two qualifying persons present at a meeting are a quorum, unless—

(a)each is a qualifying person only because he is authorised under section 323 to act as the representative of a corporation in relation to the meeting, and they are representatives of the same corporation; or

(b)each is a qualifying person only because he is appointed as proxy of a member in relation to the meeting, and they are proxies of the same member.
My confusion is that section 2 seems somewhat ambiguous. It says "subject to the company's articles", so clearly the articles are allowed to alter this provision and that is already clear - many companies require a quorum of more than 2. What isn't clear though is whether this is a minimum requirement?

It's not so much overriding the Companies Act 2006 as simply understanding whether this is permitted within it.
 
Needhelp

Needhelp

Active Member
Verified Member
I think it means a quorum of at least 2 is required for a company with more than one member. However, some companies may wish to expand this number so that more people get a say in the running of a business and they are not dictated to by a relatively small number of people. Thats my reading anyway.
 
Top