• Dilution of shares

Hi,
I am 20% shareholder in a private limited company. My partner holds 80% shares. Can my partner dilute my share without my knowledge? By issuance of new shares, or any other means. If so, Is there any method to safeguard myself from this happening? He is presently operating the company and I am a silent partner. Directors/staff/operations are handled by him.
Asked 6 months ago in Business Law

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7 Answers

In a partnership, a partner cannot typically dilute another partner's share without their consent, as partners are typically entitled to equal shares in profits and losses. However, this can be affected by a partnership deed or agreement between the partners that specifies a different profit/loss sharing ratio. 

Dilution, in this context, would mean reducing the percentage of ownership a partner holds in the company. 

Without a partnership deed or agreement that allows for such dilution, a partner's share cannot be reduced without their consent. 

The Indian Partnership Act, 1932, doesn't explicitly detail a provision for diluting a partner's share, but it does address situations where a partner's share can be affected, leading to a change in their ownership or influence within the firm. Under section 31 of the partnership act, a partner can dissolve the partnership by giving notice to the other partners, particularly in partnerships at will. 

If a partner believes their share is being diluted without their consent or in violation of the partnership agreement, they may have legal options to seek redress. Consulting with a legal professional specializing in partnership law would be advisable to understand the specific rights and options available.

 

T Kalaiselvan
Advocate, Vellore
89956 Answers
2490 Consultations

Dilution of shares can be considered unfair prejudice if it's done with the sole intention of diluting a minority shareholder's stake, or if it's part of a broader pattern of unfair conduct.

2) Shareholder agreements can also provide protection for minority shareholders by outlining specific conditions and limitations on share dilution, including veto rights or exit mechanisms. 

3) you can file petition in NCLT and seek stay order 

 

4) Section 241 of the Companies Act, 2013 provides a mechanism for minority shareholders to seek relief in cases of oppression or mismanagement, where their interests are unfairly prejudiced. 

 

 

 

Ajay Sethi
Advocate, Mumbai
99754 Answers
8141 Consultations

Dear Sir/Madam,

You must have an agreement to this effect that your shares can't be diluted by him. Include all relevant clauses which are beneficial for you. 

Ganesh Singh
Advocate, New Delhi
7169 Answers
16 Consultations

- Being a shareholder and even silent partner of the company , you have legal right to get all the information  including inspect financial statements, annual returns, shareholder register and the notice of general meetings .

- Your partner cannot dilute your share without issuing a notice to you 

- Further , if there is an agreement for shareholders , then both are bound for the clauses mentioned therein. 

- If your partner digest your share without your approval then you have right to approach the Court and even a cheating complaint can be filed against him 

Mohammed Shahzad
Advocate, Delhi
15796 Answers
242 Consultations

No, your partner cannot dilute your shares without your knowledge — any issuance of new shares requires proper board resolution and usually shareholder approval (depending on your company's Articles of Association & Companies Act, 2013).

However, if you are silent and not actively monitoring, your partner may attempt dilution by:

  • Issuing new shares to himself or others.

  • Allotting bonus/preference shares.

  • Increasing authorized capital.

Safeguards:

  • Regularly monitor ROC filings (MCA portal).

  • Insist on pre-emptive rights (right of first refusal on new shares) if not already in AOA.

  • Get a legal shareholder agreement in place.

  • Demand board meeting notices & financials.

  • Consider appointing a nominee director.

If dilution happens illegally, you can challenge it in NCLT under oppression & mismanagement provisions (Section 241-242, Companies Act, 2013).

Shubham Goyal
Advocate, Delhi
2054 Answers
14 Consultations

There are no partners in a private limited company. If it’s partnership then he has to first inform and offer the share to other partners 

Prashant Nayak
Advocate, Mumbai
34494 Answers
248 Consultations

Your partner must offer you pre-emptive rights and provide notice about general meetings before they can issue new shares or other instruments.  

Ensure the AoA includes a clause requiring explicit consent of all shareholders for any new share issuance.

Enter into a Shareholders’ Agreement (SHA) with an Anti-Dilution Clause. 

If your partner attempts to dilute your shares without your knowledge or consent, you have several legal remedies such as approaching NCLT Court for cancellation of these shares; civil suit for damages; police complaint if there is forgery or fraud.

Gaurav Ahuja
Advocate, Faridabad
133 Answers

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