Can Minority Shareholders be Forced to Sell Their Shares?

Key Takeaways

• A shareholder generally cannot be forced to sell their shares unless they have agreed to it in a Shareholders’ Agreement or a court orders the sale.
• Shareholders’ Agreements often include terms requiring a sale or transfer of shares upon specific trigger events, even if not explicitly recognised at the time of signing.
• Courts have broad powers under the Companies Act 2006 to order the purchase or sale of shares during litigation, such as in unfair prejudice claims.
• If no agreement exists, a shareholder may still be compelled to sell their shares through a court order under section 996 of the Companies Act 2006.

A Shareholder cannot generally be forced to sell shares in a company unless you have either agreed to a process resulting in that outcome, or the court orders that outcome.

Including a form of process whereby shares are sold/purchased and are ultimately transferred is usual and common to find within most Shareholders agreements. If you have entered into a Shareholders agreement you may therefore find that you agreed to sell your shares if X, Y or Z events take place, without appreciating you have done so. The content of Shareholders agreements is therefore fundamental to answering this question, if there is such an agreement in place.

If there is no Shareholders agreement in place, the court also has very wide discretion in terms of the outcome in any litigation and dispute. Outcomes in litigation, including in unfair prejudice petitions, can include a share purchase order, where the court orders the sale/transfer of shares from one party to another for £X price. These remedies are included in section 996 (2) (e) companies act 2006 which confirms the court can;

‘…provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company’s capital accordingly’.

Tactical use of unfair prejudice proceedings to force the sale/purchase, transfer and exit of other Shareholders in reliance on sections 994-996 companies act 2006 can therefore be a useful approach.