Adjourning a general meeting

Q: How does it work in practice?

Illustration only. Gamma Ltd has the model articles and three members. A general meeting to pass a special resolution is called for 10am on 1 March. By 10.30am only one member has arrived, so there is no quorum and the chair must adjourn under article 41(1). The chair states that the meeting will continue at a time and place fixed by the directors. The directors fix 22 March, 21 days later. Because that is more than 14 days after the adjournment, at least 7 clear days' notice is needed. Excluding 22 March and the day of giving notice, the latest day to give notice is 14 March, leaving 15 to 21 March as the seven clear days. Notices sent by post should go earlier to allow for delivery. The notice repeats the special resolution in full, because section 283(6) requires the text of a special resolution to be in the notice of the meeting. On 22 March a quorum attends and the resolution passes, so it is treated as passed on 22 March and must be filed by 6 April. If a quorum still cannot be achieved, for example because one member deliberately stays away, section 306 lets the court, on application by a director or a voting member, order a meeting to be called and held as it thinks fit, and it can direct that one member present is a quorum. Persistent deadlock of this kind is covered in shareholder deadlock.

Q: What mistakes come up most often?

Adjourning a quorate meeting without a ground. Under article 41(2) the chair needs the meeting's consent or a genuine safety or order reason. Adding new business. Only business that could have been done at the original meeting can be dealt with. Miscounting the notice trigger. Model articles say more than 14 days; Table A says fourteen days or more. Dating the resolution to the first meeting. Section 332 uses the date it was actually passed. Forgetting written resolutions. A private company can often avoid an adjourned meeting altogether by using a written resolution. Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant's fees with Solar Protect. Read how our cover works or get a quote.

Under article 41 of the model articles for private companies, the chair must adjourn a general meeting if no quorum is present within half an hour or the quorum is lost, and must adjourn if the meeting directs it; the chair may also adjourn with the meeting’s consent or to protect safety or keep order. If the adjourned meeting will resume more than 14 days later, at least 7 clear days’ notice must be given, and only business that could have been dealt with at the original meeting can be transacted.

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Where do the rules on adjournment come from?

Most of the rules are in the company’s articles rather than the Companies Act 2006. For companies using the model articles for private companies limited by shares (Schedule 1 to S.I. 2008/3229), the key provision is article 41. Companies still on Table A from the Companies (Tables A to F) Regulations 1985 use regulations 41 and 45, which work differently in places.

The Act adds a few fixed points. Section 307(1), which requires 14 days’ notice of a private company general meeting, expressly excludes an adjourned meeting. Section 332 fixes the date of a resolution passed after an adjournment. Section 327 limits proxy deadlines for adjourned meetings, and section 321(1) allows articles to exclude the right to demand a poll on a question of adjournment, which is one of only two questions where that is permitted.

When must the chair adjourn?

Article 41(1) requires the chair to adjourn if the people attending within half an hour of the start time do not make a quorum, or if a quorum ceases to be present during the meeting. Article 38 says no business other than appointing the chair may be transacted without a quorum, so adjournment is the only way forward.

The quorum itself comes from section 318. For a company with only one member, one qualifying person is a quorum. In any other case, subject to the articles, it is two qualifying persons, meaning members, corporate representatives or proxies, but two proxies of the same member, or two representatives of the same corporation, do not count as a quorum on their own.

Article 41(3) also requires the chair to adjourn if directed to do so by the meeting. A majority of those present can therefore insist on an adjournment even if the chair wants to carry on.

Table A takes a different approach to an inquorate meeting. Under regulation 41, if no quorum is present within half an hour, or the quorum is lost, the meeting automatically stands adjourned to the same day in the next week at the same time and place, or to another time and place set by the directors. No decision by the chair is needed.

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When may the chair choose to adjourn?

Where a quorum is present, article 41(2) gives the chair a discretion to adjourn in two cases only:

the meeting consents to an adjournment; or
it appears to the chair that adjournment is necessary to protect the safety of anyone attending or to make sure the business is conducted in an orderly manner.

Outside those cases, the chair has no power under the model articles to stop a quorate meeting simply because a vote looks likely to go the wrong way. Table A regulation 45 is narrower still: the chair may adjourn only with the consent of a quorate meeting, and must adjourn if the meeting directs. There is no safety or order ground in that wording.

How are the time and place of the adjourned meeting fixed?

Under article 41(4), the chair must either specify the time and place to which the meeting is adjourned or state that it will continue at a time and place to be fixed by the directors. In doing so the chair must have regard to any directions about time and place given by the meeting. Recording the chair’s announcement in the minutes avoids later disputes, particularly where the date is left for the directors.

If the meeting was hybrid, the adjourned meeting should offer the same means of attendance; see virtual and hybrid company meetings.

What notice is needed for the adjourned meeting?

Article 41(5) sets the rule for model article companies. If the adjourned meeting is to take place more than 14 days after the adjournment, the company must give at least 7 clear days’ notice, excluding both the day of the adjourned meeting and the day the notice is given. The notice goes to the same people who receive notice of general meetings and must contain the same information as a normal notice. If the meeting resumes within 14 days, article 41 requires no further notice, although telling members the new time is sensible.

Table A regulation 45 sets its trigger at an adjournment of fourteen days or more, rather than more than 14, and requires at least seven clear days’ notice of the time and place and the general nature of the business. Otherwise no notice is needed.

Proxies carry over. Under model article 45(4)(b), a proxy notice is treated as covering any adjournment unless it says otherwise. Section 327(2)(a) makes void any article requiring proxy appointments to be received earlier than 48 hours before an adjourned meeting, ignoring parts of days that are not working days. For more on this, see proxies and voting at general meetings.

What business can be done at the adjourned meeting?

Article 41(6) and Table A regulation 45 both say that no business may be transacted at an adjourned meeting that could not properly have been transacted at the original meeting had there been no adjournment. The adjourned meeting is a continuation, not a fresh meeting. New resolutions not covered by the original notice need a new general meeting called on full notice under section 307; see calling a general meeting.

Section 332 then provides that a resolution passed at an adjourned meeting is treated as passed on the date it was actually passed, not on the date of the original meeting. That date starts the 15 day period under section 30 for filing a special resolution with Companies House; see filing resolutions at Companies House.

How does it work in practice?

Illustration only. Gamma Ltd has the model articles and three members. A general meeting to pass a special resolution is called for 10am on 1 March. By 10.30am only one member has arrived, so there is no quorum and the chair must adjourn under article 41(1). The chair states that the meeting will continue at a time and place fixed by the directors.

The directors fix 22 March, 21 days later. Because that is more than 14 days after the adjournment, at least 7 clear days’ notice is needed. Excluding 22 March and the day of giving notice, the latest day to give notice is 14 March, leaving 15 to 21 March as the seven clear days. Notices sent by post should go earlier to allow for delivery. The notice repeats the special resolution in full, because section 283(6) requires the text of a special resolution to be in the notice of the meeting. On 22 March a quorum attends and the resolution passes, so it is treated as passed on 22 March and must be filed by 6 April.

If a quorum still cannot be achieved, for example because one member deliberately stays away, section 306 lets the court, on application by a director or a voting member, order a meeting to be called and held as it thinks fit, and it can direct that one member present is a quorum. Persistent deadlock of this kind is covered in shareholder deadlock.

What mistakes come up most often?

Adjourning a quorate meeting without a ground. Under article 41(2) the chair needs the meeting’s consent or a genuine safety or order reason.
Adding new business. Only business that could have been done at the original meeting can be dealt with.
Miscounting the notice trigger. Model articles say more than 14 days; Table A says fourteen days or more.
Dating the resolution to the first meeting. Section 332 uses the date it was actually passed.
Forgetting written resolutions. A private company can often avoid an adjourned meeting altogether by using a written resolution.

Company directors can protect the business against the cost of an HMRC check with tax investigation insurance, which pays up to £100,000 of accountant’s fees with Solar Protect. Read how our cover works or get a quote.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.