Shareholder Disputes in Queensland

Joe Kafrouni, Accredited Specialist in Business Law, with more than 30 years’ experience acting for Queensland business owners.

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Looking to leave the business instead? See Exiting a Business Partnership in Queensland.

Signs of a shareholder dispute

Most owners call me when one or more of these is happening:

1. You’ve been shut out of management or of important decisions.
2. You can’t get information about how the company is doing.
3. The majority pay themselves salaries or fees that leave little for dividends.
4. A co-owner is taking business to another company they control.
5. New shares are being issued that would dilute your holding.
6. You want to leave, but you can’t sell your shares or there’s no buyer.
7. You and an equal co-owner can’t agree, so nothing gets decided.

I’ve written about most of these in my shareholder disputes series.

What goes wrong when it’s left

1. Positions harden. Heated emails can end up in evidence, and they make a settlement harder to reach.
2. The business suffers. Customers, staff and lenders notice when the owners are at odds.
3. Decisions are made without you. While you wait, the board or the majority can pass resolutions, change pay or issue shares, within the limits set by your documents and the law.
4. Steps get missed. Many shareholders agreements require notice, negotiation or mediation before proceedings start, and skipping a step can cost you time later.

How I help

I act for one side only, and I look for an agreed way forward first.

1. Assessment. I read the shareholders agreement, the constitution, the company’s records and the correspondence. Then I give you written advice on where you stand, your options, the risks and what I recommend.
2. Negotiation. I put your position to the other owners, or to their lawyer if they have one, and negotiate a way forward. That might be a change to how the company is run, a buyout of one side, or a separation of the business.
3. Settlement. I document what is agreed in a settlement deed, with the share transfers, resignations and releases that go with it.

Court proceedings are a last resort. If they become necessary, I give you a separate written estimate of the costs first. I act for you, and I bring in a barrister at whatever stage your matter needs one.

If the dispute ends in a sale of shares, the anti-money laundering laws may require me to verify your identity first. If you hold your shares through a company or trust, I may also need to verify who owns or controls it.

What your documents and the law allow

1. Start with your agreement. The shareholders agreement and the constitution may say how disputes are raised, how a deadlock is broken and how one owner can buy out another.
2. Access to the books. As a shareholder, you can ask the court for an order to inspect the company’s books. The court makes the order only if you’re acting in good faith and for a proper purpose.
3. Oppression. If the company’s affairs are conducted in a way that is oppressive or unfairly prejudicial to you, the court can make any order it considers appropriate. That can include an order that one owner, or the company, buy the other’s shares.
4. Winding up. The court can wind up a company where it is just and equitable to do so. It can refuse if another remedy is available and the owner applying is acting unreasonably in seeking a winding up instead.
5. Deadlock in a 50/50 company. Neither owner has a majority of the shares, but that doesn’t always mean a stalemate. The replaceable rules apply unless your constitution displaces them. Under those rules, the chair of a directors’ meeting and the chair of a shareholders’ meeting each have a casting vote. So an owner who holds the chair may be able to carry a vote, even one to remove the other as a director. Check your constitution, then look for a deadlock clause in your shareholders agreement, such as a referral to mediation or a buy-sell clause. If there isn’t one, the way out is a negotiated agreement or, in the end, the court.

Items 2 to 4 are court remedies. Court proceedings take time, cost money and are usually public, so I treat them as the fallback, not the plan.

Why work with me

1. I’m a Queensland Law Society Accredited Specialist in Business Law, with more than 30 years’ experience acting for Queensland business owners. What accreditation means
2. Over my career, I’ve acted on hundreds of business sales, purchases, owner exits and disputes.
3. As a sole practitioner, I work directly with my clients. When you engage me, you deal with me, from the first call to completion.
4. I have experience with manufacturing and marine businesses, engineering, technical and IT firms, professional practices, health practices, business services, hospitality and retail.

Questions owners ask

Can I be removed as a director?
Under the replaceable rules, a proprietary company can remove a director by ordinary resolution of its shareholders. Your constitution or shareholders agreement may change that, and removal doesn’t take away your shares or your rights as a shareholder.

Can I see the company’s books?
You can always inspect the minutes of shareholders’ meetings, and the directors or a general meeting may let you inspect the books, but they don’t have to. Otherwise check your shareholders agreement, or ask the court for an order.

Can the majority dilute my shares?
Under the replaceable rules, new shares must first be offered to existing holders of that class, but a general meeting can waive that for a particular issue. Directors must also use their powers for a proper purpose, so an issue made to dilute you, rather than for a genuine company need, can be challenged.

Do disputes have to go to court?
Not necessarily: many shareholders agreements require negotiation and mediation first. Even once proceedings start, the court can refer the parties to mediation, in the Supreme Court of Queensland or the Federal Court.

What will it cost?
It depends on the documents, the issues and how the other side responds, so before I start I give you a written estimate of the total costs, including any barrister. Where a stage can be clearly defined, I charge a fixed fee for it; otherwise my hourly rate is $825 including GST ($750 plus GST).

I’m the majority owner. Can you act for me?
Yes. I act for majority and minority owners, but only for one side of any dispute.

Further reading

1. Shareholder Disputes Series (Part 1 of 10): Common Shareholder Problems
2. Shareholder Disputes Series (Part 5 of 10): Exclusion from management / No Involvement in important decision making
3. Shareholder Disputes Series (Part 6 of 10): Limited access to information about the company’s affairs
4. Shareholder Disputes Series (Part 8 of 10): No freedom to transfer shares
5. My Business Partner Wants Out: What Happens Now
6. Settlement Deed: Things to Consider
7. Director Duties: The Basics
8. Exiting a Business Partnership in Queensland

Before we speak: what to send me

If you book a consultation about a dispute, these documents help me most. Send what you have; you don’t need all of them.

1. The shareholders agreement and the company’s constitution.
2. A current ASIC company extract, showing the directors and shareholders.
3. The company’s latest financial statements, or whatever you’ve been given.
4. Any notice of meeting, resolution or demand you’ve received.
5. The key emails or letters between the owners, and any letters from lawyers.
6. The names of the other owners, so I can check I’m free to act.

Until we’ve spoken, keep your emails to the other owners short and factual.

This page is general information, current at 26 October 2026. It isn’t advice about your situation.