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Quorum for the Board Meeting under Companies Act 2013

The quorum for the Board Meeting refers to the minimum number of members of the Board to conduct a valid Board Meeting.

According to Section 174 of Companies Act, 2013, the minimum number of members of the board required for a meeting is 1/3rd of a total number of directors. So, the quorum for meeting of Board of Directors of a company shall be one third of the total strength or two directors, whichever is higher.

In case of section 8 company, quorum shall be eight members or 25 percent of total strength whichever is less. Provided that the quorum in case of section 8 company shall not be less than two members.

If due to resignation or removal, if the number of directors falls below the required quorum, then the remaining directors shall first appoint more directors to meet the quorum and then carry the business. For determining quorum, directors’ present through video conferencing or audio visual mode shall also be counted.

For the purpose of this section, any fraction shall be rounded off as one and total strength shall not include directors whose places are vacant.

If the meeting is adjourned for the want of quorum, it shall be held in the next week at the same time and place unless anything contrary is provided in the articles. If the adjourned meeting falls on a national holiday, then it shall be held on the next day at the same time and place.

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Note: This Post was last updated on January 17, 2023

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