How many is a quorum at a general meeting?

The short answer

There is no single number. A quorum is the minimum number of people, votes or share capital that must be present before a general meeting can take decisions. Your bylaws set it, and sometimes the law for your legal form does too. If neither sets one, there may be no quorum requirement, and the meeting can decide with whoever attends.

So the useful question is not “how many is a quorum?” but “where is our quorum written down, and what does it count?”

In this article, “bylaws” means your governing document, whatever it is called: bylaws, articles of association or statutes.

Quorum is not the same as majority

Two thresholds are often confused:

• Quorum asks: are enough people present for this meeting to decide anything at all?
• Majority asks: of those who vote, have enough voted yes for this resolution to pass?

A meeting can meet its quorum and still reject a proposal. A proposal can win every vote cast and still fail, because too few were present for the meeting to decide. Check the two separately, and in that order: quorum first, then majority.

Where the number comes from

Your bylaws

This is where most quorums live. Bylaws typically express a quorum in one of these ways:

• A headcount: a fixed number of members present.
• A share of the membership: a fraction or percentage of all members.
• A share of the votes or capital: a fraction of the total votes or share capital, which matters where members carry different weights.
• A higher threshold for certain decisions: for example dissolution, mergers or amendments to the bylaws.
• A second meeting: some bylaws say that if the quorum is not met, a new meeting can decide with a lower quorum or none.

Read the exact wording. “Members present” and “members present or represented” are different tests. If your bylaws count members represented by proxy, a meeting with few people in the room can still be quorate.

The law for your legal form

Laws differ in how much they say about attendance. Three examples show the range:

• A default quorum. In the UK, the Companies Act 2006, section 318sets a quorum of two qualifying persons for most companies, one for a single-member company, subject to the articles. A member’s proxy counts as a qualifying person.
• A majority rule measured at the meeting. The Danish Companies Act (selskabsloven, LBK nr. 331 of 20 March 2025) decides matters by simple majority unless the Act or the articles say otherwise (§ 105). Amendments to the articles need two-thirds of both the votes cast and the capital represented (§ 106). The Act sets no general attendance threshold for these, but it is not silent on the point: an amendment that increases the shareholders’ obligations needs the agreement of all shareholders (§ 107, stk. 1): a requirement measured against every shareholder, not only those present. The articles can also set a quorum of their own.
• A majority rule, with room for the statutes. German law likewise sets a majority rule and no general attendance threshold for these forms: a majority of the votes cast for public limited companies (Aktiengesetz § 133) and for registered associations (BGB § 32), with the association’s statutes free to provide otherwise (BGB § 40).

Some legal forms also come with model articles that apply unless you adopt your own. The UK model articles for private companies limited by shares say in article 38 that no business other than appointing the chair is to be transacted if those attending do not constitute a quorum. If your organisation never wrote its own rule, check whether model articles supply one.

How to work out your number

1. Find your bylaws, in the version currently registered or adopted.
2. Search for “quorum” and for words that mean the same. Bylaws do not always use the word. Look for phrases like “the meeting is competent to decide when…”.
3. Note what is counted: heads, votes or capital. Present only, or present and represented.
4. Note the base: all members, members entitled to vote, or issued capital. The base decides the number.
5. Note any special quorums for specific resolutions, and any second-meeting rule.
6. If the bylaws are silent, check the law for your legal form. It may set a default, set none, or require everyone for certain decisions.
7. Write the result down before the meeting, as a number, together with what counts towards it.

A quorum is not only checked at the opening; people leave. What to do when attendance falls short, at the start or during the meeting, is covered in our article on what happens if a general meeting has no quorum.

Weighted votes and quorum

Where members carry different numbers of votes (share classes, shares in a housing co-op, delegates with mandates), a quorum based on headcount and one based on votes can give different answers at the same meeting. For example, ten members present out of a hundred is 10% of heads, but it could be 40% of the votes if those ten hold large stakes. Calculate the quorum the way your bylaws define it.

Where Assembley fits

Assembley calculates quorum against the figure you configure for the meeting, using the attendance it records. Because the number comes from your bylaws, you enter it: Assembley does not decide what your quorum should be.

Checklist

• We know where our quorum is written, in the current version of our bylaws.
• We know what counts: heads, votes or capital, and whether proxies count.
• We know the base: all members, voting members, or issued capital.
• We know any higher quorum for special resolutions, and any second-meeting rule.
• The number is written down before the meeting.
• Someone checks attendance again before each vote.

This article is general information, not legal advice. Check the rules that apply to your organisation.