This article is for company directors, secretaries, and business owners in Ireland who need to understand meeting validity requirements under the Companies Act 2014.
If you're wondering how many people need to attend before your shareholder or board meeting can legally make decisions, this guide covers quorum rules for general meetings, board meetings, what happens when quorum isn't met, and how proxies and virtual attendance work.
Key Takeaways
• A quorum requires at least two members present or by proxy for general meetings before any business can be validly conducted. • If quorum isn't met within 30 minutes, the meeting adjourns one week, when attendees automatically constitute quorum. • Your constitution can increase quorum requirements but cannot reduce them below the statutory minimum of two members. • Any resolutions passed without quorum are void and can be challenged in court, even years later. • Meeting minutes must record attendance and confirm quorum was present to prove validity if decisions are challenged.
Laura Ryan is a practising Barrister at the Bar of Ireland. She graduated from the Honourable Society of King’s Inns in 2024, having previously qualified and practised as a Chartered Accountant in a big four accounting firm.
What exactly is a quorum and why does my company need one?
A quorum is the minimum number of people who must attend a meeting before it can legally conduct business and make binding decisions. Without quorum, any votes taken are invalid and cannot bind your company or its shareholders, which means decisions could be challenged and set aside by courts months or years later.
How many people do I need for quorum at a general meeting?
You need at least two members present in person or by proxy for companies with more than one member. The two members can hold any number of shares between them - the requirement focuses on the number of people, not their shareholding percentage. Single-member companies automatically have quorum when that one member attends.
Can I send someone to represent me at a meeting instead of attending myself?
Yes, proxies count toward quorum for general meetings. You can appoint any person you trust as your proxy under Section 183, and they don't need to be another shareholder. Multiple shareholders can even appoint the same person as their proxy, and that one person's attendance provides quorum if representing at least two members.
Can my company constitution require more than two people for quorum?
Yes, your constitution can specify higher quorum requirements if you want stricter attendance rules. Many companies require a higher percentage of shareholders or specific shareholding thresholds (like 25% of voting shares) rather than just counting heads. However, you cannot reduce quorum below the statutory minimum of two members.
What happens if not enough people show up to our scheduled meeting?
If quorum isn't present within 30 minutes of the scheduled meeting time, you must adjourn the meeting to the same time and place one week later. At the adjourned meeting, whoever shows up constitutes quorum regardless of numbers - this prevents small minorities from blocking company business indefinitely by simply not attending.
What if people leave during the meeting and we lose quorum?
The chairperson should immediately adjourn the meeting when quorum is lost rather than continuing with invalid proceedings. Any resolutions passed after losing quorum are void and unenforceable, so best practice involves the chairperson announcing that quorum has been lost and formally adjourning before people leave.
Do people joining our meeting by video call count toward quorum?
Yes, participants joining by video conference or telephone can count toward quorum if your constitution authorizes remote participation. The key requirement is that all participants can communicate with each other simultaneously, creating a genuine meeting. Your constitution should specify whether remote attendance counts toward quorum to avoid disputes about meeting validity.
Can we just agree among ourselves to skip the quorum requirement?
No, quorum requirements cannot be waived by agreement or unanimous consent even if all shareholders agree to proceed. Any resolutions passed remain technically invalid and vulnerable to challenge, and courts will invalidate them even if nobody objected at the time. The proper approach is either meeting quorum requirements or using written resolutions under Section 193, which don't require meetings.
What attendance records should we keep to prove our meeting was valid?
Your meeting minutes should record attendance and confirm that quorum was present before business commenced. List the names of all members or directors present, any proxies appointed and who they represent, the time the meeting commenced, and confirmation that quorum requirements were satisfied. These records prove meeting validity if decisions are later challenged.
