The decision in APL Holdco Limited v Apple Properties Limited [2026] EWHC 2245 (Ch) highlights the limits of using an English winding up petition to resolve a shareholder deadlock involving an offshore company. Although the English court had jurisdiction to consider the petition, it refused to wind up the Isle of Man property company after examining how the deadlock arose and whether proceedings in the Isle of Man offered an alternative.

 

The decision is relevant to shareholders, directors and advisers dealing with disputes involving offshore companies that hold assets in England.

 

Background

 

Apple Properties Limited was incorporated in the Isle of Man and owned a portfolio of properties in southwest London. Its beneficial ownership was divided equally between two brothers, Habib and Shafe.

 

Their relationship deteriorated after Shafe sought formal recognition of his interest in the company. Proceedings in the Isle of Man resulted in an order confirming his 50% beneficial interest and restoring his position as a director. Further disputes arose over access to company information and the use of company funds.

 

A nominee shareholder associated with Habib subsequently petitioned the English court to wind up Apple Properties on the basis that the brothers’ relationship had broken down and the company was deadlocked.

 

The court’s decision

 

The court accepted that it could consider winding up the Isle of Man company as an unregistered company under the Insolvency Act 1986. Jurisdiction alone, however, did not determine whether winding up was appropriate.

 

The judge found that Habib’s conduct was the sole cause of the breakdown and deadlock. He also considered the availability of proceedings in the Isle of Man, where the company was incorporated, and concluded that particular caution was needed before granting a shareholder’s petition to wind up a foreign company.

 

Taking those matters together, the court refused the petition. On the facts of this case, winding up Apple Properties was not just and equitable.

 

Why this decision matters

 

A shareholder deadlock can be a serious obstacle to running a company, but it does not automatically justify winding it up. The court may examine the conduct that produced the deadlock, the remedies available in the company’s place of incorporation and the reasons for bringing proceedings in England.

 

Key points for shareholders and directors include:

• Consider the cause of the deadlock. A petitioner whose conduct created the impasse may face difficulty obtaining a winding up order.
• Assess the available remedies early. Proceedings in the company’s home jurisdiction may affect the English court’s decision.
• Plan carefully across jurisdictions. An offshore company’s English assets may provide a connection with England, but the court will still decide whether winding up is appropriate in all the circumstances.

For businesses with international ownership or assets, the case reinforces the value of addressing governance disputes promptly and choosing a remedy that fits both the company’s structure and the underlying dispute.

 

How we can help

 

Disputes between shareholders can put valuable assets, business relationships and day to day decisions at risk. Our commercial litigation and insolvency team can advise on shareholder deadlock, company petitions and disputes involving businesses with assets or owners across jurisdictions.

 

Early advice can help identify the available remedies, preserve relevant evidence and develop a practical route towards resolution.

 

Contact us

 

If a dispute is affecting the management or ownership of your company, contact our team to discuss your options.