How JustAnswer Works:
  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site. Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.
Ask Buachaill Your Own Question
Buachaill, Barrister
Category: Law
Satisfied Customers: 10973
Experience:  Barrister 17 years experience
Type Your Law Question Here...
Buachaill is online now

I am one of two directors of a 'Private company limited by

This answer was rated:

I am one of two directors of a 'Private company limited by guarantee without share capital' - the other director is the secretary.
In the Articles of Association (Companies Act 1985 - 1989), PROCEEDINGS AT GENERAL MEETINGS, it states:
"No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided two members personally present shall be a quorum."
Later in the articles under PROCEEDINGS OF THE COUNCIL, it states:
"The Council may meet together for the dispatch of business, adjourn and otherwise regulate
their meetings as they think fit, and determine the quorum necessary for the transaction of
business. Unless otherwise determined, three shall be a quorum."
The secretary and I hold an official meeting once per year. We are both happy that two members are a quorum for meetings. However, we have been accused of being 'inquorate' as per or articles. Should we be concerned? Thank you?

1. The Council is a different internal body to the general meeting of the company. Once you have two members present for a general meeting, then you can transact whatever business you want. There is no need for a third person in this situation. So, you are not acting inquorate having only two people present at any meeting of the company. So any decisions made in general meeting are fully lawful and you don't need a third person. It is the general meeting which runs the company. So long as you have two people present when you meet once a year, this then is a general meeting and fully lawful.

2. I don't think you have anything to worry about here. So long as you clearly meet in general meeting you don't have problem. So, I don't believe you need to change things.

3. Please Rate the answer David, as unless you rate the answer your expert will receive no payment for answering your question.

Customer: replied 1 year ago.
Thank you for your reassurances. I'm assuming this advice applies to companies registered in Scotland?

4. The same Companies Act, 2006 applies to England & Wales as well as Scotland. So, the law is the same in Scotland as in England.

Buachaill and other Law Specialists are ready to help you