Ensuring that a quorum will be present at a member’s meeting is a fundamental requirement for the valid conduct of company business.
Quorum is the minimum level of member participation needed for a meeting to proceed and for any resolutions passed at the meeting to be legally binding.
Under the Companies Act 2006, the quorum for a general meeting of members is typically defined in a company’s articles of association. It could be a number of qualifying persons or a percentage of members. For many UK companies, the default position is that two qualifying persons are present at the meeting either in person or by proxy.
Understanding the quorum requirement and how it can be achieved is essential before convening any general meeting.
If a general meeting is called and a quorum is not present, the only action the Chair can take is to adjourn the meeting, which will delay decision-making and may incur additional administrative and legal costs.
Repeated failures to achieve quorum may raise concerns about member engagement and governance standards.
Effective planning is the first step in ensuring quorum. Members must be given proper notice of the meeting in accordance with statutory requirements and the company’s articles—typically at least 14 clear days for general meetings of private companies and 21 clear days for public companies, unless a shorter period is permitted. Giving members as much notice as possible, circulating the time and date before the formal notice, will help achieve a quorum.
The meeting notice should clearly explain the purpose of the meeting, the resolutions to be proposed, and the importance of member participation.
Members who are unable to attend the meeting in person should be encouraged to appoint a proxy; this can be any individual and is often the Chair of the meeting. The proxy can attend, speak and vote on behalf of the member. Proxy appointments count towards quorum, making them an essential mechanism for ensuring sufficient participation. Clear proxy forms, straightforward instructions, and reasonable submission deadlines all help encourage proxy engagement.
For companies with large or geographically diverse membership, technology can further support quorum. While fully virtual-only meetings remain subject to legal and constitutional considerations, hybrid meetings—combining a physical location with online participation—are becoming increasingly common. These formats make it easier for members to attend and engage, improving the likelihood of achieving quorum whilst maintaining compliance with UK law and best practice.
The company secretary plays a central role in monitoring quorum. Ahead of the meeting, proxy returns should be reviewed regularly, and anticipated attendance assessed against quorum requirements. Where quorum appears at risk, appropriate and compliant engagement with members may be considered, whilst always respecting regulatory constraints and equal treatment principles.
Ultimately, ensuring quorum is a shared responsibility. The board must facilitate access and communication, while members must exercise their rights to attend, vote, or appoint proxies. Active participation strengthens accountability, transparency, and trust between the company and its members.