Quorum

Quorum is the minimum number of members or directors who must be present for a meeting to be validly constituted and to transact business. If quorum is absent, any resolution passed is not valid, so the Companies Act, 2013 fixes the requirement separately for board meetings and for general meetings of shareholders.

Legal basis

Section 174 sets the quorum for a Board meeting at one-third of the board's total strength or two directors, whichever is higher, and directors joining through video conferencing or other audio-visual means are counted. Section 103 sets the quorum for general meetings, measured by members personally present.

Quorum for general meetings

Under Section 103, the number depends on the type of company and, for public companies, on the number of members:

Company / members	Members personally present
Private company	2
Public company, up to 1,000 members	5
Public company, 1,001 to 5,000 members	15
Public company, more than 5,000 members	30

If quorum is not present

• Board meeting (Section 174(4)): the meeting automatically stands adjourned to the same day in the next week, at the same time and place, unless the articles provide otherwise.
• General meeting (Section 103(2) and (3)): it is adjourned to the same day next week; a meeting requisitioned by members under Section 100 stands cancelled. At the adjourned meeting, the members actually present form the quorum.

Where interested directors equal or exceed two-thirds of the board, the remaining non-interested directors, if at least two, form the quorum under Section 174(3). Quorum provisions do not apply to a One Person Company.