Can an accountant be liable for shareholder oppression?

Quick summary of accountant liability for oppression

Rarely, and not under section 232 alone. Shareholder oppression under section 232 of the Corporations Act 2001 (Cth) concerns how the company’s affairs are conducted. An accountant can be subject to orders under section 233, or liable as a person “involved” in a director’s breach of duty, but in the cases discussed here none was held liable.

——— The law

Can an accountant be liable for shareholder oppression?

Possibly, but not easily. Oppression is a claim about how a company’s affairs are conducted, and the usual respondents are the company and those who control it.

Section 232 of the Corporations Act allows the Court to make orders under section 233 if the conduct of a company’s affairs, an act or omission by or on behalf of the company, or a resolution of members is contrary to the interests of the members as a whole, or “oppressive to, unfairly prejudicial to, or unfairly discriminatory against” a member.^[3] Section 233 then gives the Court a wide discretion, including power to make orders restraining a person from engaging in specified conduct or requiring a person to do a specified act.^[4] Those orders are not limited to the company and its members.

Section 79 defines when a person is involved in a contravention. A person is involved if they have:^[5]

• aided, abetted, counselled or procured the contravention;
• induced the contravention, whether by threats or promises or otherwise;
• been in any way, by act or omission, directly or indirectly, knowingly concerned in, or party to, the contravention; or
• conspired with others to effect the contravention.

Section 232 is framed as a gateway to court orders rather than as a prohibition. Section 79 does its clearest work elsewhere: a person involved in a director’s breach of the duties of good faith or not to misuse their position is taken to contravene those duties too.^[6] An accountant who knowingly helps a director divert money or mislead members may face that kind of claim alongside an oppression application.

In short, an accountant can be exposed in an oppression dispute, but liability turns on knowing involvement, not on simply doing the books.

——— The accountant’s role

How do accountants become involved in oppression?

Through the records, documents and meetings they control on the company’s behalf, often while also acting personally for the majority.

Accountants rarely set out to oppress anyone. More often, they carry out instructions from the people in control, and those instructions are the oppressive conduct. In our experience, the common pressure points are:

• acting as both the company’s accountant and the personal accountant of the majority shareholder or director;
• preparing minutes, accounts and tax returns that record decisions the minority did not know about;
• restating accounts in ways that move value or liabilities between shareholders;
• controlling access to financial information the minority has asked for; and
• deciding how, or whether, shareholder meetings take place.

Hurburgh shows how this happens without any wrongdoing by the adviser. The accountant had acted for the family for more than 20 years and was found to be an honest, independent witness. He restated the accounts after reviewing documents and on instructions.^[7] He replaced the shareholders’ meeting with a meeting with the director because he thought the shareholders could not meet productively. The Court commended his efforts, but held the director responsible for the failure to hold a meeting.^[8]

In short, the accountant is often the mechanism through which oppression happens, which is why their files and correspondence matter.

——— Case law

What have the courts decided about accountants?

In each of the cases below, an accountant was close to the conduct in question, but none was held liable.

The common thread is knowledge. Being copied into emails, preparing documents or giving advice was not enough. In each case, the accountant either did not know of the oppressive purpose or was not involved in the oppressive conduct itself.

In short, the cases so far treat accountants as witnesses to oppression, not participants in it.

——— Your options

What can a minority shareholder do about the accountant?

Focus first on the evidence the accountant holds, then on whether a claim against them adds anything to the claim against those in control.

For the signs that an adviser is being used against you, see our article on the early warning signs of shareholder oppression.

In short, the accountant’s records usually matter more to the outcome than a claim against the accountant.

Frequently asked questions about accountants and shareholder oppression

Key takeaways about accountants and shareholder oppression

• An accountant can face orders under section 233 or liability for knowing involvement in a director’s breach of duty, but oppression claims usually target those in control.
• Accountants become involved through the records, documents and meetings they handle, often while also acting for the majority.
• In the cases discussed here, accountants were close to the conduct but none was held liable.
• For a minority shareholder, the accountant’s records are usually more valuable than a claim against the accountant.

Need advice about shareholder oppression? Call Dundas Lawyers on 07 3221 0013 or submit an enquiry online.

Links and further references

Legislation

Corporations Act 2001 (Cth) ss 79, 181, 182, 232, 233, 247A

Cases

Boyded Industries Pty Ltd v Heartland One Pty Ltd [2025] NSWSC 1344
Groves v Tas Fumigation and Pest Services Pty Ltd [2025] FCA 1089
Hurburgh v Hurburgh, in the matter of Richard Pitt & Sons Pty Ltd [2026] FCA 361
In the matter of Mosman & Co Pty Limited [2019] NSWSC 1155
In the matter of Tzavaras & Sons Pty Ltd [2022] NSWSC 359
Re Central Stone [2024] VSC 822