Five (5) Key Criteria to establish Your Minority Shareholder Oppression Claim in Malaysia:
- Maple Chieng
- Sep 19, 2025
- 2 min read
You have helped to build the company with your co-founders.
You have invested your time, effort and money.
But now, you notice things are not right from your interactions with your co-founders: the majority are pushing through actions that damage your interests.
You begin to wonder: Am I being treated unfairly/oppressed/sidelined as a minority shareholder? What should I do now to protect my interests?
This is where legal guidance becomes crucial. By talking to a lawyer, you can understand the options and protections available to you, amongst others, five (5) key criteria courts look at in oppression cases – and how to gather the right evidence to strengthen your position:
(1) identify the act, series of acts or omissions you complain of. The act of oppression should be targeted directly and specifically against you as a shareholder, resulting in direct or immediate loss, detriment or injury to you in your personal capacity as a shareholder as a consequence of the alleged oppressive act – you need to show that you have been singled out as a victim of unfair prejudice where you have suffered a peculiar harm to the exclusion of the majority/all shareholders;
(2) can such act(s) or omission(s) be characterised as being:
(a) oppressive to you;
(b) in disregard of your interests;
(c) unfairly discriminatory against you; or
(d) is otherwise prejudicial to you?
(3) the cause of action vests in you as a shareholder;
(4) you have suffered loss or damage from the wrong done in your capacity as a shareholder; and
(5) the loss suffered by you is separate and distinct in your capacity as a shareholder (not the loss suffered by the company, i.e. by all shareholders collectively).
Source: Section 346 of the Companies Act 2016 of Malaysia and Federal Court case of Low Cheng Teik & Ors v Low Ean Nee [2024] 9 CLJ 171 (as attached)
__________________________________________________________________________________
This article dated 19 September 2025 is contributed by Maple Chieng (Corporate Commercial Lawyer) from Maple Chieng & Co. for general information only, is not meant to be exhaustive and is not a substitute for legal advice.
Maple Chieng & Co is experienced in providing comprehensive services and support in M&A transactions across a variety of industries such as manufacturing, healthcare, technology, and food and beverage. Please refer our website at https://www.maplechiengco.com/ for further information.
If you have any specific queries or require advice/assistance, please contact us at maple@maplechiengco.com
Comments