Legal issues
The court’s powers under section 996 are broad and can include a share purchase or regulation of the company’s affairs. A buyout is not automatic, nor does every petition establish a particular valuation or discount. Distinguish harm to you as shareholder from a claim belonging to the company, a director’s employment dispute or a straightforward contractual claim.
This guide concerns England and Wales.
For the wider service, see Shareholder and Partnership Disputes. Related decisions are covered in Part 36 settlement offers and costs and Third-party disclosure and identifying wrongdoers.
Evidence that matters
Gather the articles, shareholder agreement, share register, subscription or transfer documents, board and member minutes, management accounts and relevant correspondence. Identify when you acquired the shares and what was agreed about participation. Preserve records lawfully; loss of board access does not authorise entry into another person’s account.
Reasonable lines of enquiry
Create a conduct-and-loss schedule: the decision challenged, who made it, supporting documents, the obligation or understanding said to be breached and the effect on members. For alleged diversion of business, trace the transaction and value rather than rely solely on suspicion about a connected company.
What happens next
Possible routes include a negotiated exit, mediation or a petition seeking appropriate relief. Urgent preservation or injunctive steps may require separate consideration if assets or records are at risk. A valuation exercise should identify the date, assumptions, disputed adjustments and information needed. Do not treat the latest balance sheet as a complete share valuation.
Immediate steps
Secure your own records and map the ownership position. Avoid retaliatory withdrawals, deleting business data or issuing public accusations. Before resigning or signing a transfer, understand how that step affects your rights and commercial position. Check any contractual notice, dispute or transfer provisions.
What should you send us?
Send the constitutional documents, ownership evidence, relevant decisions and communications, accounts and your preferred outcome. Explain any immediate risk to funds, records or business continuity.