Quorum is the minimum number of members required to be personally present to constitute a valid meeting. Without quorum, no business can be lawfully transacted.
## Statutory Quorum
### Public Company
Number of members
Quorum
≤ 1,000
5 members personally present
> 1,000 but ≤ 5,000
15 members personally present
> 5,000
30 members personally present
### Private Company
2 members personally present — regardless of total membership.
## Key Rules
1. AOA may prescribe a larger number, never a smaller number.
2. "Personally present" means members entitled to vote.
Proxies are NOT counted.
Authorised representatives under Sec. 112/113 ARE counted.
3. Preference shareholders are not counted (unless the resolution affects their rights).
4. If 2 or more companies appoint the same person, that individual is counted multiple times (once per company), but at least one more member must be personally present.
## When must quorum be present?
Quorum must be present both at the commencement of the meeting and while each item of business is being transacted. If lost mid-meeting, subsequent business is a nullity.
## Adjournment for Want of Quorum
If quorum is not present within half an hour of the appointed time:
Case 1: Meeting called by the Board
The meeting stands adjourned to the same day, time and place in the next week, OR as the Board determines.
Not less than 3 days' notice must be given to members (individually or by advertisement in one English and one vernacular newspaper having circulation at the place of registered office).
At the adjourned meeting, if quorum is again not present within half an hour, members present shall form the quorum (whatever their number).
Case 2: Meeting called by Requisitionists themselves
The meeting stands cancelled (does not get adjourned).
### Other adjournments
If the meeting is adjourned for any other reason (e.g., misbehaviour of members), the original full quorum is required at the adjourned meeting.
## Effect of Resolutions at Adjourned Meeting
A resolution passed at an adjourned meeting is treated as passed on the date of the adjourned meeting, not the original.
Worked example
### Example 1
Example: D Ltd. has 965 members. Its AOA requires 7 members to be personally present for quorum. At the meeting: A (Governor's representative), B and C (preference shareholders), D (representing Y Ltd. & Z Ltd.), E, F, H (proxies). Is quorum present?
Solution: A = 1. B and C = preference, not entitled to vote = 0. D = represents 2 body corporates = counted twice = 2. E, F, H = proxies = 0. Total = 3. AOA requires 7 → Quorum NOT met. Meeting invalid.
### Example 2
Example: XYZ Ltd. (public) has 1,500 members. AGM scheduled 11:00 AM Monday. At 11:30 AM only 8 members present. Board had called the meeting.
Solution: Required quorum = 15. Quorum not met within half hour. Meeting stands adjourned to 11:00 AM next Monday (or another date/time per BOD). 3 days' notice required. At adjourned meeting, if quorum still not met within half hour, whoever is present forms quorum.
⚠️ Common exam mistakes
Counting proxies for quorum — they are not counted.
Forgetting that a single representative for two body corporates counts twice, but at least one more member must be present.
Applying the 'members present form quorum' relaxation to a requisitioned EGM — it does not apply; meeting stands cancelled.
Forgetting that quorum must be maintained throughout, not just at the start.
Confusing adjournment for lack of quorum (3 days' notice, relaxed quorum) with other adjournments (full quorum still required).
Bare-Act text Section 103 · Companies Act, 2013 · click to expand
Section 103 — Quorum for meetings. (1) Unless the articles of the company provide for a larger number,— (a) in case of a public company,— (i) five members personally present if the number of members as on the date of meeting is not more than one thousand; (ii) fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand; (iii) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand; (b) in the case of a private company, two members personally present, shall be the quorum for a meeting of the company. (2) If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company— (a) 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; or (b) the meeting, if called by requisitionists under section 100, shall stand cancelled: Provided that in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not less than three days notice to the members. (3) If at the adjourned meeting also, a quorum is not present within half-an-hour, the members present shall be the quorum.