Article 134 - Minority Member protection: unfair prejudice

(1) A Member of a Company may apply to the QFC Civil and Commercial Court on the ground that the Company's affairs are being or have been conducted in a manner which is unfairly prejudicial to the interests of some part of the Members (including at least himself) or that any actual or proposed act or omission by the Company (including an act or omission on its behalf) is or would be so prejudicial.
(2) Pursuant to such application, the QFC Civil and Commercial Court may make an order to:
(A) require the Company to refrain from doing or continuing an act complained of by the applicant or to do an act which the applicant has complained it has omitted to do;
(B) provide for the purchase of the Shares of any Members of the Company or by the Company itself;
(C) authorise proceedings to be brought in the name and on behalf of the Company by such person or persons and on such terms as the QFC Civil and Commercial Court may direct;
(D) regulate the conduct of the Company's affairs in the future; or
(E) make such other order as the QFC Civil and Commercial Court thinks fit.
(3) If an order under this Article 134 requires the Company not to make any, or any specified, alterations in its articles of association, the Company shall not then without leave of the QFC Civil and Commercial Court make any such alteration.
(4) An alteration in the Company's articles of association made by virtue of an order under this Article 134 is of the same effect as if duly made by Special Resolution of the Company, and the provisions of these Regulations apply to its articles of association as so altered accordingly.
(5) The order of the QFC Civil and Commercial Court recording the making of an order under this Article 134 altering, or giving leave to alter, a Company's articles of association shall, within 21 days from the making of the order or such longer period as the QFC Civil and Commercial Court may allow, be delivered by the QFC Civil and Commercial Court to the CRO for registration.
(6) Nothing in this Article 134 affects the powers that any person or the QFC Civil and Commercial Court may have apart from this Article 134.
Amended by QFCA RM2012-1 (as from 11th April 2012)