5. I am a director and minority shareholder of a company. The majority shareholders of the company have continued to exclude me from the management of the company. Can I present a winding-up petition?

5. I am a director and minority shareholder of a company. The majority shareholders of the company have continued to exclude me from the management of the company. Can I present a winding-up petition?

Yes. In this kind of situation, the usual grounds for winding-up are that the affairs of the company are being, or have been, conducted in a manner unfairly prejudicial to the interests of part of the members/shareholders (Section 724 of the Companies Ordinance) and it is just and equitable (fair and reasonable) for the company to be wound up (Section 177(1)(f) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance).

Examples of this are:

1. A minority shareholder who used to manage the company is excluded from the management by a majority shareholder;
2. A majority shareholder takes steps to dilute the voting rights of a minority shareholder; and
3. A minority shareholder is denied access to information or documents of the company.

The law in this area is rather complex and the assistance of lawyers is recommended.