Commercial Litigation & Dispute Resolution
Shareholder and business partner disputes
Disputes between the owners of a business often build up over time: one side controls the bank account and the books, and the other is shut out of decisions and information. Sun Lawyers advises shareholders, directors and partners on their options, negotiates exits and buyouts, and acts in court proceedings where they are needed. We work in English, Mandarin and Cantonese.
Book a consultationWhen you need this
- You have been removed from management or refused access to the accounts.
- Dividends have stopped while the other side continues to draw a salary.
- The company is owned 50/50 and no decision can be made.
- You believe money or customers are being moved to another business.
- You want to leave, or to buy the other side out, and cannot agree on a price.
- A business run as a partnership, not a company, is breaking up.
What we do
- Work out your legal position: whether the business is a company or a partnership, and what the constitution and any shareholders' agreement say.
- Advise on your rights, and on your own duties as a director while the dispute continues.
- Request the company's records and, where needed, apply to the court for access.
- Negotiate a buyout or exit, usually on the basis of an independent valuation.
- Represent you at mediation and in court proceedings.
- Record the outcome in a settlement deed.
Points worth knowing
- Company or partnership. Under the Partnership Act 1892 (NSW), a partnership is the relationship between people carrying on a business in common with a view to profit. The relationship between the shareholders of a company is not a partnership. Partners are personally liable for the debts the firm incurs while they are partners and, unless they have agreed otherwise, share capital and profits equally. Unless the partners have agreed otherwise, a partnership with no fixed term can be ended by one partner giving notice. The court can also order a dissolution on the grounds listed in the Act.
- Oppression. Under the Corporations Act 2001 (Cth), the court can intervene where the conduct of a company's affairs is contrary to the interests of the shareholders as a whole, or is oppressive to, unfairly prejudicial to or unfairly discriminatory against a shareholder. Its orders can include the purchase of a shareholder's shares, rules for how the company is to be run in future, and winding up.
- Deadlock. The court may order a company to be wound up where it is just and equitable to do so. That brings the company to an end, so it is a last resort.
- Access to records. A shareholder can apply to the court for an order to inspect the company's books. The court must be satisfied that the applicant is acting in good faith and that the inspection is for a proper purpose.
- Claims in the company's name. With the court's leave, a shareholder or officer can bring proceedings on behalf of the company, for example against a director who has misused company money.
- Directors' duties continue. Throughout a dispute a director must act in good faith in the best interests of the company and for a proper purpose, and must not improperly use their position or company information. The duty to prevent insolvent trading also continues. Taking company money or customers to protect yourself can put you in breach.
How we work
- 01
A first conversation in English, Mandarin or Cantonese about the business, who owns and runs it, and what has gone wrong.
- 02
Before any work starts, we confirm the scope of work and our fees in writing.
- 03
We set out the options with their likely cost and time, and act on the one you choose.
Common questions
I am a minority shareholder and have been shut out. Can I make them buy my shares?
Not automatically. If oppression is established, the court has power to order that your shares be purchased. A negotiated buyout is often the more practical route, with court proceedings as the fallback.
We each own half and cannot agree on anything. What are the options?
First check whether the constitution or a shareholders' agreement sets out a deadlock procedure. If not, the usual paths are negotiation or mediation towards one side buying out the other and, failing that, an application to the court.
Can I take my share of the money out of the company while this is being sorted out?
No. If you are a director, you owe duties to the company throughout the dispute, and taking money without authority can turn you into the defendant.
Related reading
Related legal services
Shareholders' agreements and investing in a company
Commercial and retail leases in NSW
Buying or selling a business
Loan agreements and personal guarantees
Debt recovery and statutory demands
Commercial contracts
Franchising
Building and construction disputes
Mediation and dispute resolution
Court representation
This page is general information about the law applying in New South Wales and is not legal advice. Please contact us about your own situation.
Last updated: October 2026