Shareholder is blocking every decision even though he owns a minority stake
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Shareholder is blocking every decision even though he owns a minority stake

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23.07.2026

My business partner and I set up a company together in Malta where I hold 70 percent of the shares and he holds 30 percent, but under the articles of association certain decisions need unanimous shareholder approval. He is now refusing to approve anything, including basic operational matters, seemingly out of spite after a personal disagreement. Can I do anything about this?

Site Administration 27.07.2026
reply date: 27.07.2026

This is essentially a deadlock situation created by the unanimity requirement in your own articles of association, and the remedy will largely depend on exactly how those articles are worded regarding decision-making thresholds. Under the Companies Act, Chapter 386 of the Laws of Malta, you may be able to pursue a formal amendment of the articles to change the voting threshold for the specific categories of decisions being blocked, though this itself may require a qualified majority or unanimous consent depending on how the articles were drafted, which can be a chicken-and-egg problem. If informal negotiation fails, Maltese company law also allows a shareholder to apply to the court for relief where the affairs of the company are being conducted in a manner that is oppressive or unfairly prejudicial to a shareholder's interests, and a persistent, unreasonable block on essential operational decisions could potentially support such an application. Given the personal and financial stakes involved, this is a situation where consulting a corporate lawyer to review your specific articles of association before taking action is strongly advisable.

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