Require Immediate Support? Free Director Helpline: 0800 644 6080

Real Business Rescue

Free Director Helpline: 0800 644 6080

Can a 50% shareholder liquidate a company?


Can I liquidate a company as a 50:50 shareholder?

As a 50:50 shareholder you cannot easily liquidate the company without the consent of your business partner. In the event of a 50:50 deadlock, where one party was to liquidate the company and the other does not, professional intervention in the form of mediation may held you come to a mutually agreeable solution. If not, you may be able to issue a winding-up petition against the company which will then see the courts make a decision as to the future of the business.

Who can place a limited company into liquidation?

A shareholder might want to liquidate their business for various reasons. Perhaps they’re approaching retirement or have another business venture in mind, but what happens if there are only two shareholders, each with a 50% share of the company?

Typically, the Articles of Association will lay down the procedure for dealing with shareholder disputes, but when neither director/shareholder is willing to change their mind, the situation becomes more difficult to resolve.

10,000+ Tests Completed

Free 60 Second Test

For Ltd Company Directors


What are you looking to do?
Choose below:

Ordinarily, if both shareholders agree to liquidate their solvent company, a Members’ Voluntary Liquidation (MVL) is undertaken by a licensed insolvency practitioner (IP). This closes down the business in an orderly manner, enabling both shareholders to move on.

But what happens if 50/50 shareholders don’t agree that the company should be liquidated?

50/50 shareholder disputes

When a company is formed with two shareholders, it seems natural to operate on equal terms with each individual holding 50% of the shares. The business might flourish and grow with no issues over many years, but if a dispute arises, the fact that share ownership is equal, with nobody holding a casting vote, may create a complex problem.

The issue can quickly affect the day-to-day running of the business, as directors’ focus is placed on the ongoing dispute. Sales and customer service may suffer, for example, and create financial problems even when a business has previously been highly profitable.

“After submitting my '60 Second Test' I received a complimentary Insolvency Options guide packed full of useful information. The team of insolvency specialists phoned me back in less than 10 minutes after reviewing my details and guided me through the next steps. Really helpful! Thank you Sophie!”



Contact the Real Business Rescue Team today

How can shareholder deadlock be resolved?

If a 50% shareholder wants to liquidate the company, for whatever reason, the situation can quickly become deadlocked and seemingly impossible to escape. Without the casting vote of another shareholder, a stalemate develops and external assistance may be required to resolve the issue.

Independent mediation services can be effective in releasing a deadlock, helping the shareholders take a more objective view. One shareholder might choose to resign, for example, and release the other shareholder to carry on in the business.

If external mediation doesn’t work, however, can one 50% shareholder liquidate a company without the agreement of the other?

UK’s number one for director advice

We handle more corporate insolvency appointments than any other UK firm; demonstrating our commitment to helping directors and business owners in financial distress.
The team are available now -  0800 644 6080

Get a Quote Find Your Nearest Office

Placing the matter in the hands of the court

It’s possible for a 50% shareholder to liquidate a company by presenting a winding up petition at court on ‘just and equitable’ grounds. The court then comes to a decision on the best way forward for the company, which may or may not be liquidation.

Just and equitable winding up petitions enable a deadlock of this type to be broken, but the court will also take into account any other possible actions that may be appropriate, in addition to liquidation.

The court will try to establish whether trust between the two shareholders has completely broken down, as well as looking at other potential options. So what alternatives to liquidation might be available to break this type of deadlock?

One possible route out of the deadlock might be for one party to buy out the other, if they’re in a financial position to do so. This would enable the partner who wants to liquidate to move on, and allow the company to continue in business under sole ownership.

Seek professional assistance on company liquidation

It’s important to seek professional help if you’re in a dispute with another shareholder, particularly in a situation where you each hold 50% of the shares in the company. Seeking help early on can avoid a costly stalemate, and protect the business from unnecessary financial decline.

When a third party assesses the situation, as is the case when a just and equitable winding up petition is presented, the best way forward may become clearer. Even if liquidation doesn’t take place, however, seeking early assistance is hugely beneficial.

Need to speak to someone?

If your company is struggling with unmanageable debts, squeezed cash flow, or an uncertain future, you are far from alone. We speak to company directors just like you every single day, and we are here to give you the help and advice you need.
Call our team today on 0800 644 6080

Contact Real Business Rescue for a same-day consultation

Real Business Rescue can provide the help and advice you need if you’re a 50% shareholder and are in dispute with your business partner. We’ll provide guidance on how to resolve the situation, and talk you through the process of liquidation via a just and equitable winding up petition.

Please get in touch with our partner-led team. We offer free, same-day consultations and operate an extensive network of offices throughout the UK, so you’re never far away from reliable professional assistance.

reviews io logo

Real Business Rescue are here to help

Still unsure whether liquidation is right for your company? Don't worry, the experts at Real Business Rescue are here to help. Our licensed insolvency practitioners will take the time to understand the problems your company is facing before recommending the best course of action going forward based on your own unique circumstances.

  • UK’s Largest Liquidators
  • 100+ Offices Nationwide
  • 100% Confidential Advice
  • Supported 25,000+ Directors
Meet The Team
Team Of 4

Team of Qualified Experts

Trusted team of experts on hand to assist

Meet The Team
Rbr Accreditations Blue

Looking for immediate support?

Complete the below to get in touch

Here at Real Business Rescue we take your privacy seriously and will only use your personal information to contact you with regards to your enquiry. We will not use your information for marketing purposes. See PRIVACY POLICY
10,000+ Tests Completed

Free 60 Second Test

For Ltd Company Directors

What are you looking to do?
Choose below:

Real Business Rescue Recommended
  • UK's leading business funders
  • Free Brokerage Service
  • Full Market Access
  • Over 30 years' experience
  • Strong relationships with HMRC
  • Support from start to finish
  • 10,000 potential buyers
  • 12,000+ Businesses Sold
  • 60+ Years Experience
Next Steps

We provide free confidential advice with absolutely no obligation.
Our expert and non-judgemental team are ready to assist directors and stakeholders today.