Companies Act 2014 section 212

Remedy in case of oppression

Section 212 provides a remedy for company members who believe the company's affairs are being conducted, or the directors' powers are being exercised, in a manner that is oppressive or that disregards members' interests.

• Any member who considers the company is being run oppressively or in disregard of members' interests may apply to the court for relief, and the court may make whatever order it thinks fit, including directing or prohibiting actions, regulating future conduct, ordering share purchases, or awarding compensation.
• Where a court order amends the company's constitution, the company cannot make further amendments inconsistent with that order without the court's permission, and a certified copy of any such order must be filed with the Registrar within 21 days.
• The right to apply to court extends beyond current members to include the personal representative of a deceased member and any trustee or person beneficially interested in the shares of a deceased member under a will or intestacy.
• The court may order that proceedings be heard in private if it considers that a public hearing would be seriously prejudicial to the legitimate interests of the company.