• Commercial Law

    Commercial Law

    We are business people as much as we are lawyers. We will take care of the legal documents so you can confidently run your business.
    As your business grows, its risk profile and governance challenges will change. We partner with our clients over the long term to ensure they are in the driver’s seat for success.

  • Dispute Resolution

    Dispute Resolution

    We are in your corner when the going gets tough. Having resolved over 6,500 disputes for business owners have seen it all before.

    Whether you need a skilled negotiator or a fearless litigator, we specialise in delivering commercial results when:

    Customers refuse to pay;
    Suppliers let you down; and
    Business Partners do the wrong thing.

  • Employment & Safety

    Employment & Safety

    The biggest challenge for any business owner, is managing their employees.

    A difficult employee can make you question why you got into business in the first place and be toxic to your team morale.

    We deliver proactive solutions to manage your team via employment contracts, policies and procedures as well as handling employment disputes when they arise.

  • Property & Construction

    Property & Construction

    Property is the key most wealth in Australia.  Whether you are buying, selling, leasing or developing property, you need a lawyer you can count on.

    We can advise on the whole property development process from obtaining finance to development approvals, construction and sale or leasing.

    We also act for the Master Builders Victoria and have extensive expertise in construction contracts and disputes.

  • Family Law

    Family Law

    At Taurus Legal Management we understand the unique challenges clients encounter during family disputes, especially when children are involved. Our family lawyers specialise in handling high-asset cases with a focus on protecting clients wealth, securing their family’s future, and safeguarding the best interests of their children.


When a business partnership goes south, it may be time to remove the partner from your business … but there are some key things to consider before you make your move, writes business lawyer and litigation specialist, our Partner Alex Martin.


I want to get my business partner out, but I don’t know where to start …

All business owners have problems with their business partners from time to time. Greed, jealousy, miscommunication, apathy, and personal problems can breed discontent in any long-term business relationship. And discontent is poison to a business partnership.

The antidote to partnership problems is robust process, quality documents, and open communication. Sounds easy, but it is not. Communication skills are in short supply, especially among middle-aged men (like me). Many of the business owners I know are petrified of telling their business partners how they feel.

“People with clenched fists cannot shake hands.” (Indira Gandhi)

Where do you stand?

If you are in a tough spot with a business partner, the first thing you need to do is work out where you stand. If you raise concerns with the partner and the discussion goes south, you need a plan B (and probably a plan C as well).

The rights of the partner will depend on the structure of the business and the documents you have in place. Is the partner a shareholder, director or investor? Are they all three? What does the shareholder agreement, trust deed or company constitution say about voting rights and removing partners?

The process

If there is a specific process to vote on an issue or expel a partner in the business documents, you need to know what it is. And if you use it, you need to follow it exactly.

If there is no process to remove a business partner in the business documents, the rules of the game will be governed by the provisions of the Corporations Act, Partnership Act and the legal principles of equity and fiduciary duty.

Partners are legally required to put the interests of the business ahead of their own interests.

Your circumstances

You need to carefully consider how the general obligations of partners apply to your circumstances.

Partners who are also directors of the business will have very broad rights to manage the business as they see fit, but are also bound by specific directors’ duties to look after the interest of shareholders as a whole. On the other hand, silent investors have very little power beyond the right to vote at meetings or inspect documents.

If your partner is taking money, using business assets or damaging the reputation of the business, you may have a legal claim against them. You may be able to issue a legal proceeding to settle a partnership dispute, seeking that the Court force the partner to accept a buyout or expel them from the business.

In cases of serious IP theft or dodgy bank transactions, you may also be entitled to an injunction forcing the partner to immediately stop the conduct.

Minority owners

You should be particularly careful if the partner is a minority owner in the business. Don’t exclude a minority partner from management or stop paying them dividends unless you have no other choice.

You don’t want to end up being sued for minority shareholder oppression by that partner.

Final thoughts

It is always best to settle any disagreements by negotiation. If that is not possible, look to the processes in your governance documents. Use a formal vote to settle the issue. Remember, you can’t settle the dispute if you don’t know your rights – knowledge is power here.

If all else fails, the Court has strong powers to stop a business partner doing the wrong thing. While litigation is unpleasant, it will usually give you the leverage you need to settle the dispute once and for all.

If you wish to discuss a particular issue, please do not hesitate to reach out to our team for a confidential chat on (03) 9481 2000 or by emailing us at info@tauruslawyers.com.au.

Posted by Taurus Legal Management