Most business disputes between owners are not really about the law — they are about one person feeling shut out, underpaid, or outvoted, and discovering that the documents do not say what they assumed. What the law provides is leverage: a minority shareholder who is being oppressed has real remedies, including forcing a buy-out. What matters most is establishing the position early, before the business itself is damaged by the fight. Call 1300 286 578.
Key takeaways
- Oppression is the main remedy for minority shareholders — conduct that is contrary to the interests of members as a whole, or oppressive, unfairly prejudicial or unfairly discriminatory.
- The most common order is a buy-out of the minority’s shares at a value the court determines.
- A company can be wound up on just and equitable grounds, including deadlock — but it is a remedy of last resort.
- A derivative action lets a shareholder sue on the company’s behalf, with the court’s leave, where those in control will not.
- Partnerships are governed by the partnership agreement and state Partnership Acts, and a partnership at will can usually be dissolved on notice.
I’m a minority shareholder and I’m being frozen out
That is the classic oppression case. It typically looks like: no dividends while the majority pays itself salaries, exclusion from management or information, related-party transactions on poor terms, or share issues that dilute your shareholding. The court has a broad discretion and the remedy most often granted is an order that your shares be bought out at a price the court determines — which is why oppression proceedings are as much a valuation exercise as a legal one.
We’re deadlocked and nothing can get decided
Where the ownership is evenly split and the relationship has broken down, the options are a negotiated separation, a buy-out under whatever mechanism the constitution or shareholders agreement provides, or an application to wind the company up on just and equitable grounds. Winding up is a genuine remedy but it is a blunt one — it usually destroys value that a negotiated exit would have preserved, and the court will consider whether another remedy is available first.
Can I sue on behalf of the company?
Sometimes. Where the wrong has been done to the company and the people in control will not act — often because they are the wrongdoers — a shareholder can apply for leave to bring a derivative action in the company’s name. Leave is not automatic and the court considers whether you are acting in good faith and whether it is in the company’s best interests.
My business partner is taking money out
Deal with the evidence before you deal with the partner. Partners and directors owe duties to account and to avoid conflicts, and where money has been misapplied there are remedies including an account of profits and recovery of the funds. But the sequence matters enormously: confronting someone before the records are secured is the most reliable way to lose the records.
How do partnerships differ from companies?
A partnership is governed by its partnership agreement and by the relevant state Partnership Act. Where there is no written agreement or a fixed term has expired, it may be a partnership at will, which can generally be dissolved by notice from any partner — a fact that surprises people and that can be used either way. Partners are also jointly liable for partnership debts, which changes the risk calculation considerably compared with a company.
Can this be sorted without litigation?
Usually, and the commercial answer is almost always an exit on agreed terms rather than a judgment. Litigation in an owner dispute damages the asset both sides are fighting over. We run these matters with that in mind — the pressure that a well-prepared oppression claim creates is usually what produces a sensible buy-out, and the claim does not have to be tried to do its work.
We act in shareholder and partnership disputes nationally from the Gold Coast, Brisbane, Sydney and Melbourne. Corporations law is federal; partnership law is state-based, so for a partnership dispute the governing state matters. Further reading: why founders fall out, a business partner misusing company funds, resolving a business partnership dispute, common causes of partnership disputes and insolvency and bankruptcy.
Shareholder and partnership dispute FAQs
What counts as oppression?
Conduct of the company’s affairs, or an act or omission, that is either contrary to the interests of the members as a whole or oppressive to, unfairly prejudicial to, or unfairly discriminatory against a member. It is assessed objectively — whether a reasonable person would consider it unfair — rather than by whether the majority meant badly.
What can the court order?
A wide range, including that the company be wound up, that the constitution be modified, that conduct be restrained or required, and most commonly that shares be purchased. The buy-out order is the workhorse remedy.
How will my shares be valued?
By the court, usually on expert evidence. Whether a minority discount applies often depends on the conduct — where there has been oppression, courts frequently value the shares based on their fair value, taking into account the impact of the oppressive conduct.
Do I need a shareholders agreement to have rights?
No. The Corporations Act provides the oppression remedy regardless. A shareholders agreement usually gives you better and cheaper options, which is exactly why the absence of one makes these disputes more expensive.
Can I force the other side to buy me out?
Not directly as of right, but an oppression claim that is likely to succeed often produces exactly that outcome, because a court-ordered buy-out is the most probable remedy.
What is a derivative action?
A claim brought by a shareholder in the company’s name, with the court’s leave, where the company itself will not sue. It is used where the wrongdoers control the board.
My partner wants out and we have no written agreement.
It may be a partnership at will, in which case any partner can generally dissolve it on notice. Whether that helps or hurts you depends on which side of it you are on, and on what happens to the clients, the goodwill and the debts afterwards.
Am I liable for my business partner’s debts?
In a partnership, generally yes — partners are jointly liable for partnership debts. That is one of the most significant practical differences between a partnership and a company.
How long do these matters take?
Longer than a debt claim and shorter than most people fear, because the majority resolve once the valuation position is clear. The timeline is usually driven by the expert evidence rather than by the court.
What does it cost to run an oppression claim?
It is one of the more expensive claims to run to judgment, which is why we are direct early about whether the commercial outcome justifies it. We scope and estimate before starting and we will tell you when a negotiated exit is the better answer.
Owner disputes get more expensive the longer they run, and so does the business
Tell us the structure, who holds what, and what has actually happened. Call 1300 286 578 or get in touch.
Last updated: 2 October 2026
