In Singapore, ensuring the legitimacy of company meetings is paramount. A fundamental aspect of this is the concept of a quorum. A quorum refers to the minimum number of members required to be present at a meeting, either in person or by proxy, for the meeting to be validly convened and for any business conducted to be considered legitimate.

Key Elements of a General Meeting Quorum

  • Articles of Association: The company’s articles of association (or constitution) typically specify the required number of members for a general meeting quorum. If a minimum number is set in the articles, a meeting lacking this number generally cannot transact business or pass valid resolutions.

  • Default Rule: If the articles of association do not specify a quorum, the Companies Act provides a default rule: two members present in person constitute a quorum.

  • Definition of “Member”: For quorum purposes, a “member” includes someone attending as a proxy or representing a corporation or limited liability partnership that is a member. This ensures that those representing other members are counted towards the quorum.

  • Quorum for Class Meetings: For separate general meetings of shareholders of a particular class, the quorum is at least two people holding or representing by proxy one-third of the issued shares of that class.

  • Quorum Timing: A quorum is generally required when the meeting begins its business. Unless the articles of association state otherwise, a meeting that had a quorum at the start can continue even if the number of members drops below the quorum, provided that at least two members remain present (except in single-member companies) [cite: Part A Company Law.pdf].

What Happens if There is No Quorum?

If a quorum is not present within half an hour of the scheduled start time:

  • If the meeting was called at the request of members, it is dissolved.

  • In any other case, the meeting is adjourned to the same day in the following week, at the same time and place, or to another day, time, and place as determined by the directors.

Important Considerations

  • The articles of association can override the Companies Act’s default provisions on quorums.

  • The court has the power to order a meeting to be convened under certain circumstances (e.g., if it’s impractical to hold a meeting with the prescribed quorum) and can specify the quorum for that meeting.

  • The absence of a quorum may be considered a procedural irregularity that the court can validate, unless it has caused or may cause substantial injustice.

Understanding quorum requirements is essential for ensuring that company meetings are conducted lawfully and that decisions made at those meetings are valid.

If you need assistance with any corporate secretarial matters, Raffles Corporate Services Pte Ltd is here to assist.

For further assistance or inquiries, you can contact the Raffles Corporate Services team via email at hello@rafflescorporateservices.com.

Yours sincerely,

The editorial team at Raffles Corporate Services