Understanding the situation

A shareholder dispute can take many forms: a disagreement about how the company is being managed, a claim that one shareholder is being excluded from decisions or information, a dispute over how profits are distributed, or an allegation that a shareholder or manager has acted outside their authority.

The starting point in almost every case is the company's own documents — its memorandum of association, any shareholders' agreement, and the resolutions or minutes that record how decisions were actually taken. What is realistic and what procedure applies depend on what those documents say and on the applicable law at the time.

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Possible options

Which combination of these is appropriate depends on the size of the company, the number of shareholders, whether the dispute concerns money, management or trust, and what the company's own documents allow for.

  • Direct discussion between the shareholders, often the fastest way to resolve a misunderstanding before positions harden.
  • A structured negotiation or mediation process, which may help preserve the business relationship.
  • Reliance on mechanisms already built into the memorandum of association or shareholders' agreement, such as decision-making thresholds or dispute procedures.
  • A formal written notice setting out the concern and requesting a response within a reasonable period.
  • A court-based process where the dispute cannot be resolved by agreement, subject to the applicable procedure and evidence.

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Practical steps

  1. 1Gather the memorandum of association, any shareholders' agreement and the trade licence.
  2. 2Collect recent resolutions, minutes and financial statements relevant to the disagreement.
  3. 3Write down a clear, factual timeline of what happened and when.
  4. 4Consider raising the concern in writing with the other shareholder(s) before escalating.
  5. 5Avoid actions that could be seen as unilaterally changing the status quo, such as excluding a shareholder from records.
  6. 6Seek advice on the options available given your specific documents and facts.