Company · Minority shareholders
You own a third and you are shut out. What can the court do?
Section 346 of the Companies Act 2016 lets a member apply to court where the company is being run against them. It reaches three kinds of conduct.
The three kinds of conduct
- 01
Oppressive conduct.
The company’s affairs run in a way that is burdensome, harsh or wrongful to a member. It does not have to be unlawful in itself.
- 02
Acts that discriminate or prejudice.
An act done or threatened, or a resolution passed or proposed, that unfairly discriminates against, or is otherwise prejudicial to, one or more members.
- 03
Disregard of your interests.
Affairs conducted as though your interests as a member do not count.
What the court can order
The powers under the section are wide. They include regulating how the company is run from here, and ordering that a member’s shares be bought out at a value the court fixes.
Where the work starts
The accounts are read first, because the pleading follows the money and not the other way round.
What this page cannot see
Which of the three your facts are.
That turns on the accounts: directors’ pay, related-party payments, management fees, dividends, and when each one changed. Set down what you have seen and what you have been refused.
Six steps, about twelve minutes. It is read by Raul, not by a clerk or an assistant.
Longer read: Shareholder disputes in Malaysia
General information only. Not legal advice. Reading this page or sending a brief does not create a solicitor and client relationship; that begins only on a written engagement.