Exclusion from management, profits taken as salary while dividends are withheld, a share issue that dilutes you, information you are entitled to and cannot get. Section 994 of the Companies Act 2006 gives you a remedy, and in practice that remedy is a buyout at a value that has to be argued for. We assess the position, write the letter that frames the negotiation, and run it to a documented conclusion at fixed fees agreed in writing before anything starts.
Handled entirely in writing. No hearings, no meetings, no attendance required.
Section 994 of the Companies Act 2006 gives a shareholder a remedy where the company's affairs are being conducted in a way that is unfairly prejudicial to their interests as a member. Losing a vote is not unfair prejudice. Being shut out of a business you helped build usually is.
In a quasi partnership, where the expectation was that everyone would participate, exclusion is the classic ground.
Business, customers or assets moved to a vehicle the majority controls.
Profits extracted as salary by those in control while the minority receives nothing.
Share issues priced or structured so the minority's stake shrinks without commercial justification.
Accounts, contracts and management information withheld from a member entitled to see them.
Where one exists, the departure from it is often the cleanest evidence of unfairness.
Section 996 gives the court a broad discretion, and in practice the order made in the overwhelming majority of successful petitions is that the majority buy the petitioner's shares at a value the court determines.
That matters commercially, because it means the fight is rarely about principle. It is about the number and the valuation basis: whether a minority discount applies, what date the valuation runs to, and what adjustments are made for the conduct complained of. A petition that is properly built is a negotiating instrument aimed at that number.
A director can be removed by ordinary resolution, a simple majority of votes cast, and the right cannot be taken away by the articles or by any agreement with the director. What defeats most attempts is procedure rather than arithmetic.
Notice of the intention to move the resolution must reach the company at least 28 clear days before the meeting, excluding both the day of service and the day of the meeting.
A written resolution cannot be used, because the statute preserves the director's right to be heard. Attempting it produces an invalid removal.
They must be sent a copy, may make written representations of reasonable length and require their circulation, and are entitled to speak at the meeting whether or not they are a member.
Weighted voting provisions of the Bushell v Faith kind can give the director enough votes on that resolution alone to defeat it.
Ending the directorship does not end a service contract or employment. Handle both, or expect a wrongful dismissal claim behind the removal.
Companies House must be notified within fourteen days of the removal taking effect.
The same fracture, a different legal frame. Where a partnership agreement or LLP agreement exists, it governs. Where it does not, the default position applies and it is rarely what anyone expected.
A partnership without a written agreement runs on the Partnership Act 1890. Profits are shared equally regardless of contribution, and any partner can dissolve the whole partnership by notice. Very few people intend either.
An LLP without a members agreement runs on the default rules in the LLP Regulations. There is no automatic right to expel a member, which is the point most groups discover at the worst moment.
Capital accounts, undrawn profits, goodwill, which clients and staff go where, and what restrictions bind the departing partner. Those five decide the number.
Non compete and non solicitation clauses between partners are enforced more readily than in employment, but only so far as they protect a legitimate interest and go no wider than necessary.
Partners owe each other duties of good faith, full disclosure and to account for private profits. Breach of those duties is usually the strongest ground in the negotiation.
Dissolution destroys the business everyone is arguing over. A negotiated exit at an agreed valuation is almost always the better commercial outcome, and it is what the work is aimed at.
Two equal shareholders, no tie breaker in the constitution, and a relationship that has stopped working. The routes are a negotiated buyout, a court ordered buyout where unfair prejudice is made out, and a petition to wind the company up on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986.
Winding up is the option nobody should want. It converts a trading business into a liquidation, and the value everyone has been arguing about is largely destroyed in the process. Its practical use is as leverage toward the buyout that should have happened anyway.
In a shareholder dispute the opening correspondence sets the frame that everything afterwards is measured against. A letter that evidences the conduct, articulates the prejudice, identifies the remedy and sets a deadline tells the other side and their adviser that the case has been thought through.
A letter that expresses anger without evidence does the opposite. It tells them there is nothing behind it, and it becomes a document read back to you later.
This is also why the assessment comes first. Knowing whether you have a quasi partnership, what your articles actually say and where the valuation lands changes what the letter should demand, and asking for the wrong remedy costs you position you do not get back.
Our work is advice, correspondence, negotiation and alternative dispute resolution, delivered in writing at fixed fees agreed before anything starts. Court proceedings are conduct of litigation and are referred out at that gate, with the file fully prepared. That includes a section 994 unfair prejudice petition, a petition to wind up on the just and equitable ground, and partnership dissolution proceedings. We do not promise any of them, because they are not ours to promise.
The object is to conclude the matter before that gate, and most matters do.
Prevention is cheaper than any of this. A shareholders agreement drafted at the outset settles deadlock, exit, valuation and transfer before anyone has a reason to argue. See shareholder and partnership agreements on the commercial contracts page.
Written reply within 24 hours. Trademarks filed within 48 hours of instruction. Documents in days, not weeks. Never "3 to 5 business days" just to hear back.
| Item | What it covers | Fee |
|---|---|---|
| Dispute assessment and strategy letter | Your position analysed against the articles, any shareholders agreement and the statutory routes, with a written view on merits, leverage and the realistic outcomes. | £495 |
| Section 994 unfair prejudice letter before action | The conduct evidenced, the prejudice articulated, the remedy sought and a deadline set, on solicitor letterhead. | £750 |
| Director removal pack | Special notice under section 312, the ordinary resolution, the procedural timetable and the board and member documents, prepared to be served correctly first time. | £750 |
| Deadlock and buyout negotiation | Valuation basis agreed, offers structured and the negotiation run in writing to a documented conclusion. | from £1,450 |
| Settlement agreement between shareholders | The deal converted into a binding agreement: share transfer, releases, restrictive covenants, confidentiality and payment terms. | from £950 |
| Partnership or LLP dispute assessment | Your position analysed against the partnership agreement or LLP agreement, or against the default statutory position where none exists, with a written view on merits and realistic outcomes. | £495 |
| Partnership or LLP exit negotiation | Capital accounts, goodwill, client and staff allocation, restrictive covenants and the timetable, negotiated in writing to a documented conclusion. | from £1,450 |
| Board minutes and resolutions pack | Companies Act compliant minutes and resolutions to put the corporate record beyond argument. | £245 |
Bespoke and urgent matters outside the schedule: £650 per hour, capped estimates in advance.
Section 994 of the Companies Act 2006 allows a member to apply where the company's affairs are being conducted in a manner unfairly prejudicial to their interests as a member. Exclusion from management in a quasi partnership, diversion of business opportunities, excessive director remuneration where dividends are withheld, share issues that dilute a minority, and refusal of access to information are the recurring patterns. The word doing the work is unfairly. Being outvoted is not, by itself, unfair prejudice.
The court has a wide discretion under section 996, and by far the most common order is that the majority buy the petitioner's shares at a value the court determines. That is why almost every well run unfair prejudice matter is really a valuation negotiation with a petition standing behind it.
By ordinary resolution under section 168 of the Companies Act 2006, a simple majority of votes cast, passed at a general meeting. Special notice of at least 28 clear days must be given to the company under section 312, meaning clear of both the day of service and the day of the meeting. The director must be sent a copy, is entitled under section 169 to make written representations of reasonable length and have them circulated, and is entitled to be heard at the meeting whether or not they are a member.
No. Section 168 requires the resolution to be passed at a meeting, specifically so that the director's right to be heard is preserved. A written resolution route is not available for removal, and using one produces an invalid removal.
The right cannot be excluded, but it can be made very difficult. Weighted voting provisions of the kind approved in Bushell v Faith give the director extra votes on a resolution to remove them, which can defeat the resolution in practice. Reading the articles before serving anything is the first step, not the last.
Where two equal shareholders cannot agree and the constitution offers no tie breaker, the routes are a negotiated buyout, a court ordered buyout under section 996 if unfair prejudice is made out, or a petition to wind the company up on the just and equitable ground under section 122(1)(g) of the Insolvency Act 1986. Winding up is a last resort because it destroys the value everyone is arguing over.
The Partnership Act 1890 supplies the default terms. Profits and losses are shared equally regardless of what each partner contributed, no partner can be expelled by the others, and any partner may dissolve the whole partnership by giving notice. Very few partnerships intend that outcome, and discovering it during a dispute is expensive.
Only if the members agreement gives that power. The default rules contain no right to expel, so where there is no agreement the practical route is a negotiated exit rather than a removal.
Five things: the capital account, undrawn profits, the value attributed to goodwill, which clients and staff follow whom, and what restrictions bind the departing partner afterwards. Everything else is atmosphere.
No. Our work is advice, correspondence, negotiation and ADR. A section 994 petition, a just and equitable winding up petition and partnership dissolution proceedings are all conduct of litigation, and are referred to instructed counsel or litigation solicitors at that gate with the file fully prepared. Most matters conclude before that point, which is the object.
Fixed fees, agreed in writing before any work begins, starting at £495 for the assessment and strategy letter. No VAT is charged.
Send a brief outline of your matter. You will receive a personal reply from a solicitor, with a fixed-fee quote where the scope is clear. Payment is taken before work begins; every fee is fixed in writing first.
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