Can a majority shareholder force a minority shareholder to transfer their shares (whether to that majority shareholder or a third party)?

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Produced in partnership with Andrew Mills, Nikhil Nathwani and Alexander Scordino of MJ Hudson

Published on: 18 April 2017

A majority shareholder in a company has limited options under English law to force a minority shareholder to transfer their shares: they must rely on the statutory mechanism of squeeze-out or a scheme of arrangement to effect the transfer or, in a worst-case scenario, resort to liquidating the company. For this reason, a majority shareholder in a company will typically contract with any minority shareholders to gain these rights, using suitably drafted shareholders’ agreements and/or bespoke articles of association.

This Q&A assumes that no shares in the company in question are publicly traded.

Squeeze-out: compulsory acquisition of shares under the Companies Act 2006

Where a proposed buyer makes a takeover offer (as defined in sections 974–976 of the Companies Act 2006 (CA 2006)) for shares in a company, CA 2006 provides the buyer with a right to acquire the shares held by those minority shareholders who have not accepted the offer (known

Jurisdiction(s):

United Kingdom

Key definition:

Majority shareholder definition

What does Majority shareholder mean?

A majority shareholder is a member who hold more than 50% of the shares in a company that has voting rights attached, meaning that it can pass ordinary resolutions (or, where it holds 75% or more of the shares, special resolutions or any other resolution that must be passed by a higher majority) and therefore has a controlling interest. In a majority/minority joint venture, the majority shareholder will usually be permitted to appoint a majority of the directors to the JVC's board and/or to appoint a chair (potentially with a casting vote) and will have control of the JVC's board (as most board resolutions will require simple majority approval).

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