Royal Palm Beach Corporate Dissolution Attorney

When co-owners in a Royal Palm Beach company stop agreeing on whether the business should continue, the question quickly becomes who controls the bank accounts, who gets paid, and whether the company can even be wound down without a court. The Andrew M. Schwartz Legal Team handles partnership disputes, corporate and LLC dissolutions, business divorces, and related litigation for owners and investors in Royal Palm Beach, the rest of Palm Beach County, and Broward County.

A Royal Palm Beach corporate dissolution attorney deals with two very different situations that people lump together. One is a friendly wind-down where everyone agrees to close up. The other is a contested dissolution, where one owner wants out, another wants to keep operating, and the dispute lands in the Fifteenth Judicial Circuit. Florida’s statutes for corporations and LLCs give courts specific grounds and specific remedies, and the difference between them often decides whether you walk away with fair value or with a lawsuit that drags on.

The stakes are concrete. A deadlocked company can lose customers, miss payroll taxes, and watch its assets drain while owners argue. Early decisions about injunctions, buyouts, and who holds the books can shape the entire outcome.

How Florida Courts Decide Whether a Company Gets Dissolved

Florida treats LLCs and corporations under different statutes, and the grounds are not interchangeable. For a limited liability company, a member or manager can ask the circuit court to dissolve the company on several defined grounds: the company’s activities are being conducted unlawfully; it is no longer reasonably practicable to operate under the articles and operating agreement; controlling members or managers have acted, are acting, or are reasonably expected to act illegally or fraudulently; company assets are being misappropriated or wasted; or the owners are deadlocked, cannot break the deadlock, and the company faces irreparable injury.

For a corporation, a shareholder can seek judicial dissolution on parallel grounds, and one ground deserves attention: a corporation that has abandoned its business and has failed within a reasonable time to liquidate, distribute its assets, and dissolve. Owners of dormant companies with leftover assets and unresolved obligations sometimes find themselves here.

Dissolution is not always the end result. In a corporate case brought by a shareholder, the corporation or the other shareholders can elect to buy out the petitioning shareholder at fair value, which avoids dissolution altogether. Once that election is made, the parties have 60 days to agree on fair value and terms, and if they do, the court orders the purchase on those terms. The election is generally irrevocable unless the court finds it equitable to modify it. The corporation must also notify the remaining shareholders within 30 days of the filing that they may avoid dissolution by buying the petitioner’s shares. LLC cases have a similar mechanism allowing the court to order a purchase of the petitioning member’s interest.

Many operating agreements and shareholder agreements contain their own deadlock sale provisions, such as buy-sell mechanisms. These matter. If a deadlock sale provision is initiated before the court finds deadlock grounds, it can take the place of a judicial dissolution order, and filing for dissolution does not by itself strip a shareholder of the right to start an available deadlock sale. Reading the governing documents before filing anything is not optional.

Why Choose the Andrew M. Schwartz Legal Team for Dissolution Disputes

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s hardest business and real estate disputes, serving Royal Palm Beach, West Palm Beach, Boca Raton, Fort Lauderdale, and communities throughout Palm Beach and Broward Counties. Firm founder Andrew M. Schwartz has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has built his career around complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989.

Andrew is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. The firm practices as a true legal team, meaning everyone working on a matter knows the file, and it keeps a strict 24 hour return call policy. That matters in a dissolution, where a hearing date or an owner’s sudden move can change the situation overnight.

The firm has also seen disputes through to judgment. In May 2024, after a five-day bench trial, the Broward County Circuit Court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That kind of record-building and trial preparation carries over to dissolution fights, which often turn on the exact wording of an operating agreement and the parties’ history of dealing with one another.

Not every dispute needs a courtroom. The firm’s attorneys are experienced in mediation and arbitration as well as litigation, and they look for the resolution that fits the client’s goals and budget, whether that is a negotiated buyout, a structured wind-down, or a contested dissolution.

Situations That Lead Royal Palm Beach Owners to Seek Dissolution

• Deadlocked Management: Two 50/50 owners, or a board split evenly, cannot approve a budget, a sale, a lease renewal, or a hire. Florida’s LLC and corporate statutes treat an unbreakable deadlock that threatens irreparable injury as a ground for court-ordered dissolution.
• Minority Owner Squeeze-Outs: A majority owner cuts a minority member out of decisions, stops distributions, or pays himself through salary and perks while profits disappear. The minority owner often has claims for breach of fiduciary duty alongside any dissolution request.
• Missing or Misused Company Funds: Diverted accounts, commingled money, and partners who cannot account for receipts support claims for an accounting and recovery of funds. Misappropriation or waste of assets that injures the company is a statutory dissolution ground for LLCs.
• Breach of Operating or Shareholder Agreements: A partner ignores buy-sell terms, transfers an interest in violation of the agreement, or competes with the company. The agreement’s dissolution, buyout, and valuation language usually controls what happens next.
• Family Business Breakups: Siblings who inherited a company, parents and children with different visions, or spouses and in-laws sharing ownership. These disputes carry personal weight and call for discretion alongside firm protection of financial interests.
• Dormant or Abandoned Entities: A company that stopped operating but never liquidated, leaving unresolved assets, debts, or tax filings. Shareholders may seek court action when a corporation has abandoned its business and failed to wind up within a reasonable time.
• Valuation Disputes in Buyouts: Owners agree someone should leave but not on what the interest is worth. Fair value is the standard in the corporate buyout statute, and the fight over methodology, goodwill, and discounts is often the real case.
• Dissolution Tied to Real Property: When the company’s main asset is real estate, a dissolution may intersect with partition or title questions, particularly if some owners hold property outside the entity.

What to Do Right Now If Your Company Is Heading Toward Dissolution

Start by pulling the governing documents: the articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell or deadlock provision, and amendments. Those documents may dictate a buyout formula, a notice requirement, or a dispute resolution path that has to be followed first. Skipping that step is one of the most common and costly mistakes.

Next, preserve financial records. Collect bank statements, general ledgers, tax returns, loan documents, and records of capital contributions and distributions. If you suspect money is being moved, do not confront the other owner and tip them off before talking to counsel. Courts can issue injunctions and appoint a receiver or custodian during a dissolution proceeding to preserve assets, and in a corporate case the court can even keep the business running until a full hearing. Before appointing a receiver or custodian for an LLC, the court must hold a hearing after notifying the parties, so evidence gathered early carries weight.

Keep operating the business responsibly in the meantime. Continue paying taxes and obligations, avoid unilateral transfers of company assets, and do not lock the other owner out of systems without advice. Actions taken in frustration often become exhibits against the person who took them.

Timing and venue matter. Dissolution proceedings are filed in circuit court, and Palm Beach County cases are heard in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County. The Palm Beach County Clerk maintains a Royal Palm Beach branch, and the main courthouse is in West Palm Beach. If the company or its assets sit in Broward County, the Seventeenth Judicial Circuit applies, and that circuit has a complex business division that handles dissolution of certain business entities and large business litigation. If a related contract claim is involved, remember the limitations periods: five years for a claim founded on a written instrument, four years for oral or implied contracts, and four years from discovery (capped at 12) for fraud. Waiting rarely helps.

Finally, decide early whether the goal is exit or control. Some owners want a buyout and a clean separation; others want the company to continue without a faithless partner. A Royal Palm Beach business divorce lawyer can map which statutory path fits, whether that is a negotiated settlement, a buyout election, or a contested petition.

Dissolution, Winding Up, and Who Gets What

Dissolution is the beginning of the end, not the end itself. After a company is dissolved, it must wind up: collect receivables, pay creditors, sell or distribute assets, and settle accounts among owners. Disputes frequently shift from “should this company exist” to “who is owed what.” Capital contributions, loans from owners, unpaid distributions, and competing valuations all surface during winding up.

When owners cannot cooperate in that process, courts have tools. A receiver or custodian can take control of the wind-up, and in LLC cases a court can order a purchase of a petitioning member’s interest in lieu of dissolving the company. Whether a court will order a sale, a buyout, or a straight liquidation depends on the evidence of misconduct, the structure of the agreement, and what the company can realistically survive.

Frequently Asked Questions About Dissolving a Business in Royal Palm Beach

What is the difference between voluntary and judicial dissolution?

Voluntary dissolution is when the owners agree to close the company, usually following the process in their governing documents. Judicial dissolution is ordered by a circuit court at the request of an owner, and it requires proof of one of the statutory grounds, such as deadlock, misappropriation of assets, or illegal conduct.

Can I dissolve an LLC if my partner refuses to cooperate?

Possibly. If the owners are deadlocked and the company faces irreparable injury, or if it is not reasonably practicable to operate under the operating agreement, a member can petition the circuit court. Your operating agreement may also provide a buyout or deadlock sale route that must be considered first.

What grounds does Florida recognize for dissolving an LLC?

For a proceeding brought by a member or manager, the grounds include unlawful conduct of the company’s affairs, impracticability of carrying on in line with the operating agreement, illegal or fraudulent conduct by controlling members or managers, misappropriation or waste of assets causing injury, and unbreakable deadlock threatening irreparable injury.

Can the other shareholders stop a corporate dissolution by buying me out?

Yes. In a shareholder-initiated proceeding on certain grounds, the corporation or the other shareholders can elect to purchase the petitioner’s shares at fair value. If the parties agree on value and terms within 60 days of the first election, the court orders the purchase on those terms. Otherwise the court determines fair value.

Does filing for dissolution cancel a buy-sell or deadlock clause in our agreement?

Not automatically. In corporate cases, filing on certain grounds does not take away a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement. For LLCs, a deadlock sale provision initiated before the court finds deadlock grounds can apply instead of a dissolution order.

Can a court take control of the company while the case is pending?

Yes. A court can appoint a receiver or custodian and enter injunctions to preserve assets. In an LLC case, the court must hold a hearing, with notice to the parties, before appointing a receiver or custodian. In a corporate case, the court may also carry on the business until a full hearing.

How long do I have to sue over a breach of the operating agreement?

A claim founded on a written instrument generally must be filed within five years. Claims based on oral or implied agreements have four years, and fraud claims run four years from discovery with an outer cap of 12 years. These periods can shape which claims accompany a dissolution petition.

Will my dissolution case be heard in Palm Beach County or Broward County?

It depends on where the company operates, where the defendants are, and what the governing documents say. Palm Beach County matters go to the Fifteenth Judicial Circuit and Broward County matters to the Seventeenth. Broward’s complex business division handles dissolution of certain business entities and large business disputes.

Can I do this if I live in New York or New Jersey?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut who own South Florida businesses or real estate with partners based here. The firm handles local court appearances so you do not have to travel for each hearing.

Is it worth hiring a lawyer for a small company with only two owners?

Often yes, because two-owner companies are the ones most likely to deadlock. Company size does not limit the risk of diverted funds, tax exposure, or an unfavorable buyout valuation, and a short consultation to review the operating agreement can clarify options before costs escalate.

Do all dissolution disputes end up in trial?

No. Many resolve through negotiation, mediation, arbitration, or a buyout election. The firm pursues the route most likely to meet your goals efficiently, while preparing the case as if it may be tried.

What happens to a company’s real estate during a dissolution?

Property held by the entity is handled in the winding-up process, which may include sale and distribution of proceeds. If owners hold real estate individually as co-owners, a separate partition action may be available, where the court divides the property or orders a sale.

Serving Business Owners From Royal Palm Beach Across South Florida

The firm’s work for Royal Palm Beach owners extends outward through the central part of Palm Beach County, including Wellington, Loxahatchee, Acreage, Lake Worth, Greenacres, and Palm Springs. Clients also come from West Palm Beach, Palm Beach Gardens, Jupiter, Boynton Beach, Delray Beach, and Boca Raton, where many business owners operate companies tied to Royal Palm Beach and the surrounding western communities.

Across the county line, the firm represents owners in Fort Lauderdale and throughout Broward County, where the Seventeenth Judicial Circuit hears business disputes. The firm’s reach also includes owners from New York, New Jersey, and Connecticut who have business or real estate interests in Palm Beach and Broward Counties and need a Florida litigator who understands how they do business.

Speak With a Royal Palm Beach Corporate Dissolution Lawyer Before the Dispute Hardens

Whether you want out, want your partner out, or need to protect company assets while ownership is contested, a Royal Palm Beach corporate dissolution lawyer from the Andrew M. Schwartz Legal Team can review your agreements, explain the statutory options, and recommend a path that fits your goals and budget. Call the firm to schedule a consultation and get a clear read on where your company stands.