Under the Model articles of association, there is no statutory provision that enables any one party to force a company shareholder to sell their shares. However, if certain circumstances necessitate the removal of a shareholder, there are several potential ways to achieve the desired outcome.
- Check for existing provisions in the articles or shareholders’ agreement - one or both of these documents may contain specific provisions that would enable the company to force a sale of shares under certain circumstances.
- Alter the articles of association - If there are no appropriate provisions in the articles of association or shareholders’ agreement, it may be possible to alter the articles to include provisions that would allow for compulsory share transfers. To do so, the members would have to pass a special resolution.
- Reduce dividend payments - In situations where a former director refuses to sell their shares, the company could consider reducing shareholder dividend payments and increasing the salaries of the remaining director(s). However, this would only work if all of the existing shareholders were also directors.
- Wind up the company - As a last resort, the other shareholders could wind up the company using the members’ voluntary liquidation procedure, provided that:
- they hold at least 75% of the shares, and
- the company is solvent
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