Director Disputes Lawyers Brisbane
Your position in the company is under threat. Act before the damage is done.
Director disputes move fast. Removal notices, board deadlocks, access cut off, assets at risk. Every day without the right legal strategy is a day the other side gains ground. Boyle Litigation acts for directors and shareholders in high-stakes corporate disputes across Queensland and nationally. Specialist commercial litigation only.
A threat of removal. A claim that you have breached your duties. A co-director misappropriating company funds. A board divided and a business stalling. Director disputes move fast and the consequences, including personal liability, reputational damage and loss of control over a business you have built, are real.
Boyle Litigation acts for directors, companies and shareholders in director disputes across Queensland and nationally. We advise on the full scope of director duties under the Corporations Act 2001 (Cth), move decisively when urgency demands it, and litigate with precision when the situation requires it.
Our Managing Partner is a Queensland Law Society Accredited Specialist in Commercial Litigation. Director disputes are core work for this firm. We have handled them at every level of complexity and we understand what is at stake.
Who We Act For
Director disputes rarely have a simple plaintiff and defendant. We act across the full range of positions a client can occupy:
Client
Directors facing removal
Directors facing duty breach claims
Directors investigating co-director misconduct
Companies pursuing directors
Minority directors and shareholders
Directors under ASIC investigation
Executives and senior officers
How we help
Advising on the procedural validity of removal steps, grounds to resist, and negotiating an exit that protects reputation and financial entitlements.
Assessing the strength of the claim against you, identifying available defences, and conducting the litigation or negotiating a resolution.
Building the evidence case for removal, injunctive relief, or a claim for breach of duty, including access to books and records.
Acting for the company or its liquidator in claims against current or former directors for insolvent trading, duty breaches, and misappropriation.
Protecting the position of directors who are being excluded, sidelined or subjected to conduct that is oppressive or contrary to their rights.
Advising on ASIC’s investigative powers, managing document production and examination obligations, and defending proceedings.
Advising officers below board level whose conduct is scrutinised in the context of a corporate dispute or regulatory inquiry.
Director Disputes We Handle
Director Removal
Director removal is one of the most consequential steps in any corporate dispute. Whether you are seeking to remove a co-director or resisting removal yourself, the legal requirements are technical and the risks of procedural error are significant.
We advise on:
For proprietary companies, a director can be removed by a simple majority resolution of shareholders, subject to the company’s constitution and any shareholders agreement. For public companies, section 203D of the Corporations Act 2001 (Cth) governs the process, requiring a special notice procedure. Where a director has entrenched protections under a shareholders’ agreement or constitution, those rights must be respected. An invalid removal can be set aside by a court and can itself give rise to a damages claim.
- Whether the proposed removal is legally valid and whether it can be resisted
- Drafting or challenging the notices and resolutions required to effect or contest removal
- Obtaining injunctive relief to prevent or restrain a removal that is procedurally defective or in breach of contractual rights
- Negotiating a separation that protects reputation, financial entitlements, and ongoing business interests
- Compensation claims where removal constitutes a breach of contract or a shareholder agreement
Breach of Director Duties
Directors owe duties to their company under statute and at general law. A breach of those duties can give rise to personal liability, civil penalty proceedings by ASIC, and disqualification from managing corporations. Where the company has suffered loss, the company or its liquidator can bring a claim to recover that loss from the director personally.
We act for directors defending duty breach allegations and for companies and liquidators pursuing directors. In both cases, the same analytical rigour applies: what did the director do, what were they required to do, and what loss resulted?
Conflicts of Interest and Related-Party Transactions
Directors are prohibited from improperly using their position or information to gain a personal advantage or to cause detriment to the company. Related-party transactions, including contracts between the company and a director’s associated entities, are subject to disclosure and approval requirements under the Corporations Act. Undisclosed conflicts and self-dealing are among the most common grounds for director duty claims.
We advise on:
- Whether a conflict of interest was properly disclosed and managed
- Whether a related-party transaction was validly approved and on arm's length terms
- Claims against directors for profit made in breach of fiduciary duty
- Clawback of benefits obtained through undisclosed conflicts
Board Deadlock and Control Disputes
In a two-director company, a breakdown between directors can produce a complete operational deadlock. Decisions cannot be made, bank mandates cannot be updated, contracts cannot be executed, and the business deteriorates while the dispute runs. Control disputes in larger boards can be equally damaging, with factions forming and governance collapsing.
We advise on:
- Urgent injunctive relief to prevent conduct that prejudices the company or a director's position pending resolution
- Access to company books and records where information is being withheld
- Just and equitable winding up applications where deadlock makes continued operation impossible
- Oppression remedies under section 232 of the Corporations Act where conduct is unfairly prejudicial
- Negotiated restructures, buyouts and exits that resolve the deadlock without destroying business value
Misappropriation and Dishonest Conduct
Where a director has misappropriated company funds, diverted business opportunities, or engaged in conduct that is dishonest or fraudulent, the company has claims in equity and at law to recover the benefit and the loss suffered. These matters often require urgent action to freeze assets before they are dissipated.
We advise on:
- Urgent freezing orders (Mareva injunctions) to preserve assets pending proceedings
- Claims for breach of fiduciary duty and dishonest assistance
- Recovery of diverted funds and business opportunities
- Referral to ASIC where the conduct may constitute a criminal offence
- ASIC investigation support where a regulator has already been engaged
Access to Books and Records
A director has a statutory right under section 198F of the Corporations Act to inspect the books and records of the company. Where that right is being denied or obstructed, a court application can compel access. This is frequently a critical first step in a director dispute, providing the evidence base from which a broader claim or defence is built.
We advise on the scope of the right of access, how to obtain it when it is being withheld, and how to use what is obtained effectively in the broader dispute.
ASIC Investigations and Regulatory Proceedings
ASIC has broad powers to investigate directors and officers and to bring civil penalty proceedings for contraventions of the Corporations Act. A director under ASIC investigation faces examination obligations, document production requirements, and the prospect of disqualification, pecuniary penalties and civil liability. The regulatory and civil tracks often run simultaneously and each affects the other.
We advise directors and officers facing ASIC attention on:
- Managing examination summonses and the right to silence in criminal contexts
- Document production obligations and the protection of privilege
- Responding to ASIC's claims and defending civil penalty proceedings
- Negotiating enforceable undertakings where a negotiated resolution is in the director's interest
- The interaction between ASIC proceedings and concurrent civil litigation
Insolvent Trading and Director Liability
A director who allows a company to incur debts while it is insolvent, or when there are reasonable grounds to suspect insolvency, faces personal liability under section 588G of the Corporations Act. The claim can be brought by a liquidator on behalf of the company’s creditors. The amounts at stake can be substantial.
We advise directors facing insolvent trading claims on the available defences, including the safe harbour defence under section 588GA, the due diligence defence, and the illness or absence defence. We also act for liquidators assessing and running insolvent trading claims.
Director Duties Under the Corporations Act 2001 (Cth)
Understanding the duties that apply to a director is the foundation of any director dispute. The following table sets out the key statutory duties and what they require in practice.
Duty
Care and diligence
Good faith
Proper use of position
Proper use of information
Prevent insolvent trading
Disclosure of material personal interests
Related-party benefits
Source
Section 180: Civil obligation
Section 181: Civil and criminal
Section 182: Civil and criminal
Section 183: Civil and criminal
Section 588G: Civil and criminal
Section 191: Civil obligation
Chapter 2E: Civil obligation
- Duty Source What it means in practice
Act with the degree of care and diligence a reasonable person in that position would exercise. The business judgment rule provides a defence for good faith decisions on matters of business judgment.
Act in good faith in the best interests of the corporation and for a proper purpose. Breach includes acting to further personal interests at the company’s expense..
Do not improperly use the position of director to gain an advantage for yourself or someone else, or to cause detriment to the corporation.
Do not improperly use information obtained as a director to gain an advantage or to cause detriment to the corporation. Applies after ceasing to be a director.
Do not allow the company to incur debts when it is insolvent or when there are reasonable grounds to suspect insolvency. Personal liability for debts incurred.
Disclose any material personal interest in a matter that relates to the company’s affairs. Subject to constitution and shareholder approval requirements.
A public company must not give a financial benefit to a related party of the company without member approval, except within specified exemptions.
These duties cannot be contracted out of. A director cannot agree in advance to be absolved from liability for their own dishonesty or breach of fiduciary duty. Independent legal advice on your obligations, before a dispute arises, is the best protection available.
When You Cannot Wait
Some director disputes require action within hours, not days. If any of the following apply, contact us immediately:
- A general meeting has been called to vote on your removal as director
- Company funds are being moved or assets transferred without your knowledge or consent
- You have received a claim, a letter of demand, or a statutory demand in connection with your role as director
- ASIC has contacted you, issued an examination summons, or commenced an investigation
- A co-director is attempting to change bank signatories, company officers or registered addresses without authority
- A liquidator has been appointed and is seeking to interview you about the company's affairs
We can advise on urgent injunctions, freezing orders, books and records access applications, and emergency board and shareholder resolutions. Speed changes outcomes in director disputes.
Defences and Protections Available to Directors
Not every allegation of a duty breach gives rise to liability. Directors facing claims have meaningful defences available, and understanding them early shapes the entire litigation strategy.
The Business Judgment Rule
Section 180(2) of the Corporations Act provides a safe harbour for directors who make business judgments in good faith, for a proper purpose, without a material personal interest, after informing themselves to the extent they reasonably believe appropriate, and who rationally believe the judgment is in the best interests of the corporation. A director who satisfies these requirements is taken to have met the care and diligence duty in relation to that judgment. The rule protects genuine commercial decisions from hindsight scrutiny but does not protect conflicts of interest, dishonesty, or decisions made without any rational basis.
The Safe Harbour Defence: Insolvent Trading
Section 588GA of the Corporations Act provides a defence to insolvent trading liability for directors who, at the time the relevant debt was incurred, were taking a course of action reasonably likely to lead to a better outcome for the company than immediate administration or liquidation. The defence requires the director to be obtaining advice from an appropriately qualified adviser, to be keeping proper financial records, and to be taking genuine steps toward restructuring. It does not protect directors who are simply hoping the company’s position will improve without active steps being taken.
Ratification by Shareholders
In certain circumstances, shareholders can ratify a director’s conduct that would otherwise constitute a breach of duty. Ratification does not cure all breaches and does not affect third-party rights or claims by creditors. In practice, ratification is most relevant to proprietary companies where the shareholders and directors are closely aligned. We advise on whether ratification is available and effective in the specific circumstances.
Honest and Reasonable Conduct: Section 1317S Relief
A court has a discretion under section 1317S of the Corporations Act to relieve a director from civil liability, in whole or in part, if the director acted honestly and having regard to all the circumstances, it is fair and equitable to excuse the contravention. This discretion is most often relevant in cases involving honest mistakes made in good faith rather than deliberate misconduct. It is not available for criminal contraventions.
How We Approach Director Disputes
A director dispute is not a discrete legal problem. It is a business, personal and financial crisis running simultaneously. Our approach reflects that reality.
Stage
Day one: diagnosis
Evidence and preservation
Strategy: endgame first
Negotiation from strength
Litigation when required
Stage What we do
We assess your position under the company’s constitution, any shareholders agreement, the Corporations Act, and at general law. We identify your leverage, your exposure, and the moves available to you immediately.
Before the other side acts, we focus on preserving what matters: books and records access, electronic communications, financial records, board minutes. Evidence erodes quickly in director disputes.
We build the litigation strategy from the outcome you need. Removal? Reinstatement? Damages? Negotiated separation? Asset recovery? Every legal step is designed to get there efficiently.
We negotiate when negotiation serves your interests. A well-prepared litigation position consistently produces better negotiated outcomes than an approach built on hope. We never negotiate from weakness.
When the other side will not engage or cannot be trusted, we litigate with precision. Our principal is a QLS Accredited Specialist with extensive experience in director disputes in the Supreme Court and Federal Court.
Why Boyle Litigation
- Specialist commercial litigation firm: disputes only, with deep experience in Corporations Act litigation
- Acts for directors and companies: independent, strategic advice based on the merits of your position
- Command of both the statutory framework under the Corporations Act and the equitable principles that underpin director liability
- Fast action when urgency demands it: injunctions and freezing orders
- Discreet by default: director disputes carry significant reputational risk and we handle every matter accordingly
- Brisbane-based, acting nationally in the Supreme Courts, Federal Court and before ASIC
Frequently Asked Questions
Can a director be removed without their consent in Queensland?
Yes. For a proprietary company, a director can be removed by ordinary resolution of shareholders, subject to the company’s constitution and any shareholders agreement. For a public company, section 203D of the Corporations Act requires a specific notice procedure to be followed before a removal resolution can be passed. Where a director has entrenched protections under a shareholders agreement, such as weighted voting rights or a requirement for unanimous consent, removal in breach of those protections can be restrained by injunction and may give rise to a claim for damages. The procedural requirements must be followed exactly. An invalid notice or defective meeting can render the purported removal void.
What are a director's duties under the Corporations Act?
Directors owe a range of statutory duties under the Corporations Act 2001 (Cth), including the duty to act with care and diligence (section 180), to act in good faith in the best interests of the company and for a proper purpose (section 181), not to improperly use their position or information to gain an advantage (sections 182 and 183), to disclose material personal interests (section 191), and to prevent the company from trading while insolvent (section 588G). These duties are in addition to the duties owed at general law and in equity as a fiduciary. Breach of the civil penalty provisions can result in pecuniary penalties, disqualification orders, and compensation orders.
What is the business judgment rule and how does it protect directors?
The business judgment rule under section 180(2) of the Corporations Act provides a safe harbour for directors who make business judgments in good faith, for a proper purpose, without a material personal interest, after informing themselves to a reasonable extent, and rationally believing the judgment is in the best interests of the company. A director who satisfies these requirements is taken to have met the care and diligence duty in relation to that judgment. The rule protects genuine commercial decisions from hindsight assessment but does not protect dishonesty, conflicts of interest, or decisions made with no rational basis whatsoever. Getting advice before making significant decisions is the most reliable way to ensure the rule is available.
Can I be personally liable for my company's debts as a director?
In certain circumstances, yes. The most significant source of personal liability for company debts is the insolvent trading provisions under section 588G of the Corporations Act, which make a director personally liable for debts incurred by the company while it was insolvent or when there were reasonable grounds to suspect insolvency. Directors can also incur personal liability under the taxation legislation for unpaid PAYG withholding and superannuation guarantee charge through director penalty notices. Guarantees given to creditors are a further source of personal liability. If you are concerned about the financial position of your company, obtaining independent legal advice immediately is the most important step you can take.
What can I do if a co-director is misappropriating company funds?
Where a co-director is misappropriating company funds, the most urgent priority is to preserve the remaining assets and prevent further dissipation. We can advise on obtaining an urgent freezing order (Mareva injunction) to restrain the director from dealing with assets, applying for access to the company’s books and records, and commencing proceedings for breach of fiduciary duty and breach of director duties. Where the conduct is sufficiently serious, it may also be appropriate to make a report to ASIC. Speed is critical: the longer the conduct continues, the more the recoverable position deteriorates.
What is the safe harbour defence to insolvent trading?
The safe harbour defence under section 588GA of the Corporations Act protects directors from insolvent trading liability where, at the time the relevant debt was incurred, the director was taking a course of action reasonably likely to lead to a better outcome for the company than immediate administration or liquidation. To access the defence, the director must be obtaining advice from an appropriately qualified restructuring adviser, ensuring the company is meeting its employee entitlement obligations, and keeping proper financial records. The defence does not apply to debts incurred dishonestly or without a genuine basis for believing the restructuring is viable. Directors considering relying on the safe harbour should take specialist legal advice before proceeding.
What happens to my directorship if the company goes into administration or liquidation?
When a voluntary administrator is appointed, the directors’ powers are suspended and the administrator takes control of the company. The directors remain appointed but cannot exercise their powers while the administration continues. In a liquidation, the directors’ powers are extinguished and the liquidator takes over the management of the company. Both the administrator and the liquidator have broad investigative powers, including the ability to examine directors under oath. Directors in this position should obtain independent legal advice promptly, particularly if there is any prospect of insolvent trading or duty breach claims.
Can ASIC disqualify a director from managing corporations?
Yes. ASIC has the power to apply to a court for a disqualification order under section 206C of the Corporations Act where a director has contravened a civil penalty provision. Courts can also make disqualification orders in the context of insolvent trading claims. In addition, ASIC has a self-executing power under section 206F to disqualify a director who has been an officer of two or more companies that have been wound up with insufficient assets to pay creditors within the last seven years, subject to the director being given an opportunity to be heard. Disqualification has serious consequences for an individual’s capacity to operate any business through a corporate structure and should be defended vigorously with specialist advice.
Your dispute. Our battle.
Confidential advice. Decisive action. Direct access from day one.