Koza Ltd wound up as court backs shareholder directions over director

The High Court has ordered the just and equitable winding up of Koza LtdNationalarchives on the petition of its 100% ordinary shareholder, Türk Altin İşletmeleri A.ŞNationalarchives, granting summary judgment against the company's sole director, Hamdi Akin IpekNationalarchivesNationalarchives, and refusing him permission to serve an unfair prejudice petition out of the jurisdictionNationalarchives. The judgment, handed down by Mr Justice Thompsell on 6 October 2026 after a June hearing, is the latest in a control battle running since 2016 that has generated 27 court applications, 18 High Court hearings, four Court of Appeal hearings and a trip to the Supreme Court.

Koza Ltd, an English company capitalised with £60 million from Türk Altin, has been shut out of control at board level for over nine years: Türk Altin holds all the ordinary shares carrying material economic rightsNationalarchives, while Mr Ipek, the sole director, holds a single A ordinary share with no dividend rights and only £1 on a winding up, but with veto rights over board changes and over any resolution to wind the company up. Türk Altin argued that irreconcilable differences with the entrenched director, who it says has spent the vast majority of the company's liquid assets, made it just and equitable to wind the company up.

The court's answer to Mr Ipek's defence turned on Article 4 of the Model Articles, the shareholders' reserve power, which provides that the shareholders may by special resolution direct the directors to take, or refrain from taking, specified actionLegislation. Türk Altin had passed a series of Article 4 special resolutionsNationalarchives directing the wind-down of the company's stalled gold-mining projects and the return of capital, which Mr Ipek refused to obey on the ground that compliance would breach his directors' duties. Counsel for Türk Altin argued for five propositions, and the court synthesised the arguments into six: shareholders are generally entitled to vote their shares in their own interestsNationalarchives; there is no freestanding best-interests-of-the-company test for such resolutions, only a control mechanism based on minority oppression; a resolution challenged for minority oppression fails only if the challenge succeeds; and, crucially, where a special resolution is valid the director must comply with itNationalarchives and cannot be in breach of fiduciary duty for doing soNationalarchives. A director who disobeys a valid shareholder direction contravenes the duty to act within powers under section 171 of the Companies Act 2006Nationalarchives.

Mr Ipek's unfair prejudice petition, which depended on the special resolutions prejudicing him as an A shareholder by devaluing the company, usurping his management and forcing a breach of duty, was held to have no reasonable prospect of successNationalarchives: a majority shareholder is entitled to vote its shares in its own interest and to realise the company's assetsNationalarchives, and once a just and equitable winding up is ordered Mr Ipek has no entitlement beyond his £1. Permission to serve the petition out of the jurisdiction was therefore refused.

The legal basis is Article 4 of the Model Articles for private companies limited by shares in the Companies (Model Articles) Regulations 2008 and the court's application of sections 171 and 172 of the Companies Act 2006 alongside the Insolvency Act 1986 just-and-equitable jurisdiction.