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Chapter VII - Management and Administration

Section 104

Section 104: chairman of general meetings

Section 104 provides that, unless the articles say otherwise, members personally present elect one of themselves as chairman of the meeting on a show of hands, subject to a poll.

Official text
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.

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Statutory text

Bare law

(1) Unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands. (2) If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a show of hands under sub-section (1) shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the meeting.

Introduction

Many articles name who presides, often the chairperson of the Board. Section 104 is the default rule when the articles do not provide otherwise.

Section 104 came into force on 12 September 2013 under S.O. 2754(E). It has not been amended.

Key takeaways

1

Default rule

Members personally present elect one of themselves as chairman on a show of hands.

2

Poll

A poll demanded on the election is taken forthwith.

3

Continuity

The chairman elected by show of hands continues until someone else is elected on the poll.

Electing the chairman

Unless the articles otherwise provide, the members personally present at the meeting elect one of themselves as chairman on a show of hands (sub-section (1)). Check the articles first; they often fix who presides.

Poll on the election

If a poll is demanded on the election, it is taken forthwith in accordance with the Act. The chairman elected on the show of hands continues until another person is elected as a result of the poll, who then chairs for the rest of the meeting (sub-section (2)). Section 109 governs the demand for a poll.

Exemptions and practical checklist

For private companies, G.S.R. 464(E) of 5 June 2015 provides that sections 101 to 107 and section 109 apply unless otherwise specified in the respective sections or the articles of the company provide otherwise. G.S.R. 583(E) of 13 June 2017 did not change that entry, but its paragraph 2A applies the exceptions only to a private company that has not committed a default in filing its financial statements under section 137 or its annual return under section 92 with the Registrar. Check the articles. Section 122(1) states that section 98 and sections 100 to 111 do not apply to a One Person Company.

Read the articles on chairmanship. If an election is needed, record the show of hands, any poll demand, and the poll result in the minutes.

Practical checklist

Do

  • Check the articles before the meeting.
  • Minute the election and any poll.

Avoid

  • Do not delay a poll demanded on the chairman’s election.
  • Do not let a non-member be elected under the default rule.

Illustrative example

Hypothetical: contested chair

The articles are silent. Two members are nominated as chairman, and a show of hands favours one, but a poll is demanded.

  1. Show of hands

    The member elected on the show of hands takes the chair.

  2. Poll

    The poll is taken forthwith.

  3. Result

    If the other nominee wins the poll, that person chairs for the rest of the meeting.

Outcome

  • The meeting continues with a chairman validly chosen under section 104.

Glossary

Show of hands
Voting by raising hands, one vote per member present.
Poll
Voting in proportion to voting rights, demanded under section 109.

Frequently asked questions

Who chairs if the articles are silent?

A member personally present, elected by the members present on a show of hands.

When is a poll on the chairman’s election held?

Forthwith, in accordance with the Act.

Need help applying this provision to your situation?

Contact Bizeneed

Last updated 11 October 2026

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