Joshua Reynolds initiated the Club in February 1764 as a way for Samuel Johnson and his friends to share food, companionship, and wit. They met once a week for supper at Turk's Head tavern in Gerrard Street, Soho, London. In addition to Johnson and Reynolds, the original members included: Topham Beauclerk, Edmund Burke, Anthony Chamier, Oliver Goldsmith, John Hawkins, Bennet Langton, and Christopher Nugent. Upon his return from Germany later in the year, Samuel Dyer became the Club's first elected member.

In February 1768, four years after the Club began, Robert Chambers, Thomas Percy, and George Colman were elected to membership. Their election was prompted by the forced resignation of John Hawkins; this set a precedent whereby new elections of membership were held every year or two. The elections offset members' deaths but led the total number to increase beyond what Reynolds and Johnson had originally envisioned. By the time of Johnson's death, the Club entertained thirty-five members.

Despite the Club's expansion, Johnson was intent on maintaining a balance of men knowledgeable about a variety of subjects and professions. Near the end of Johnson's life, the Club began to host prominent figures in society who did not have a literary or scholarly connection. When the Club continued after Johnson's death, it came to be dominated by those who enjoyed political power, and so it would remain into the twentieth century.