Palm Beach Corporate Dissolution Attorney

If you co-own a company in Palm Beach County and the relationship with your partners, members, or fellow shareholders has stopped working, the decision in front of you is bigger than whether to keep fighting. You have to decide whether to force an exit, buy the other side out, wind the company down, or ask a court to do it for you. The Andrew M. Schwartz Legal Team handles business and real estate disputes for owners and investors throughout Palm Beach County, Broward County, and the rest of South Florida, and our work as a Palm Beach corporate dissolution attorney centers on helping owners choose the right path before the company’s value drains away.

Dissolution is rarely a single event. It can be a negotiated shutdown, a buyout that lets one owner keep the business, or a contested court proceeding that ends with a judge appointing someone to take control of company affairs. Florida law treats corporations under one statute and limited liability companies under another, and the grounds, remedies, and leverage points differ between them. Knowing which set of rules governs your entity, and what your own agreement already says about deadlock and exit, shapes nearly every move that follows.

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

The Andrew M. Our attorneys serve clients in West Palm Beach, Boca Raton, Fort Lauderdale, and throughout Palm Beach County and Broward County, along with clients from New York, New Jersey, and Connecticut who have business or real estate interests here. Business divorce, partnership and member disputes, and complex contract litigation sit at the center of the practice, which is exactly the terrain where dissolution cases are won or lost.

Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts. That federal experience matters when a dissolution dispute spills into a related claim that belongs in the Southern District of Florida.

The firm practices as a true legal team, which means everyone working on your matter knows the file and can answer when you call. There is a strict 24 hour return call policy when we are in court. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the outcome that fits a client’s goals and budget rather than stretching a case out. Results in this area of law include a 32-page final judgment issued by a Broward County Circuit Court judge after a five-day bench trial, awarding our client specific performance of a commercial real estate contract. Many of our clients hold interests in a company with a co-owner who is not local, and we handle the court appearances so out of state owners do not have to travel for every hearing. A good portion of our work also arrives through referrals from other attorneys, and we keep referring counsel informed throughout.

Situations That Lead Owners to Seek Dissolution or a Buyout

• Deadlocked Ownership: Two 50 percent owners, or an even split of managers, who cannot agree on a major decision can freeze a company. Under Florida’s LLC statute, deadlock combined with threatened or actual irreparable injury to the company is a recognized ground for judicial dissolution.
• Misappropriation or Waste of Company Assets: When a controlling member or manager diverts funds, commingles accounts, or lets assets be wasted and the company is injured as a result, an LLC member may petition for dissolution, and we often pair that with claims for an accounting and recovery of funds.
• Illegal or Fraudulent Conduct by Those in Control: Florida law allows a manager or member to seek dissolution where those controlling the LLC have acted, are acting, or are reasonably expected to act illegally or fraudulently.
• Operating Under an Agreement That No Longer Works: If it is not reasonably practicable to carry on the company’s activities in line with its articles and operating agreement, that alone can support an LLC dissolution petition.
• Abandoned Corporations: A shareholder of a Florida corporation can ask a court to dissolve it when the business has been abandoned and the company has failed, within a reasonable time, to liquidate, distribute assets, and dissolve.
• Minority Owners Being Squeezed: Shareholders and members locked out of decisions, distributions, or information often use a dissolution filing as leverage to force a fair-value buyout of their interest.
• Family and Friend-Founded Businesses: Siblings who inherited a company, parents and children with different visions, and in-laws sharing ownership face the same control and compensation questions, with the added strain of personal relationships.
• Real Property Held Inside the Business: When the company’s main asset is land or a building, dissolution often runs alongside a partition action or a title dispute, and the two proceedings need to be coordinated.

Deciding What To Do Next When Your Partners Are Stuck

Start with the documents. Your operating agreement, shareholder agreement, or bylaws may already contain a buyout formula, a deadlock sale mechanism, or a dispute resolution clause that controls how you can exit. This is not a formality. Florida law gives effect to a deadlock sale provision that is properly initiated before a court finds that deadlock grounds exist, and in that situation the contractual process applies in place of a judicial dissolution order or a court-ordered purchase of the petitioner’s interest. For corporations, filing a dissolution case on certain grounds does not take away a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement. Which door you open first can decide who controls the outcome.

Next, gather the paper trail that proves what is happening: formation documents, capital contribution records, bank and accounting statements, tax filings, meeting minutes, correspondence about distributions, and anything showing money leaving the company. If you suspect funds are being moved, speed matters, because courts can issue injunctions and appoint a custodian or receiver to preserve assets while the case is pending. In an LLC case, the court must hold a hearing after notifying the parties and an interested person it designates before appointing a receiver or custodian. For a corporation, the court can issue injunctions, appoint a receiver or custodian during the proceeding, and take other steps to preserve assets and keep the business running until a full hearing.

Then think about timing and deadlines tied to the underlying claims. A claim founded on a written agreement generally carries a five-year limitations period in Florida, while claims on oral or implied contracts carry four years. Fraud-based claims run four years from discovery, subject to an outer limit of twelve years. A dissolution petition is only one piece of a dispute that often includes contract, fiduciary duty, and accounting claims, each with its own clock, so waiting to see whether things settle can quietly cost you a claim.

Venue is the other practical decision. Corporate and LLC dissolution cases between co-owners of Palm Beach County companies are filed in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, and the main Palm Beach civil courthouse is in West Palm Beach. If the company or its principal assets are in Broward County, the Seventeenth Judicial Circuit, which sits in and for Broward County, may be the proper court, and it maintains complex business divisions that handle, among other matters, the dissolution of certain business entities. Federal court in West Palm Beach or Fort Lauderdale comes into play only when a federal question or diversity jurisdiction is present, which can happen when owners live in different states.

Finally, avoid the common mistakes: moving company funds to “protect” them, locking a partner out without legal grounds, ignoring a demand letter, or signing a buyout term sheet before a valuation is done. Each can hand the other side a claim or weaken yours.

How Florida Courts Handle Dissolution and the Buyout Alternative

A common surprise for owners is that filing for dissolution frequently ends in a buyout, not a shutdown. In a corporate case brought by a shareholder on the grounds that trigger the buyout statute, the corporation may elect to purchase the petitioner’s shares at fair value. If the corporation does not make that election, one or more of the other shareholders may do so. Within 30 days after such a proceeding begins, the corporation must notify the remaining shareholders that they can avoid dissolution by electing to purchase. If the parties agree on fair value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. The election is irrevocable unless the court finds it equitable to set it aside or modify it, which is why a buying shareholder should have valuation advice in hand before committing.

LLC cases follow a parallel logic. Once a dissolution petition shows sufficient merit, the court may appoint a receiver or custodian or may order the purchase of the petitioning member’s interest instead of dissolving the company. Fair value then becomes the battleground. Valuation fights turn on whether a minority discount applies, how goodwill is treated, whether the books are reliable, and whether the other side has been diverting revenue. That is why dissolution litigation and claims for an accounting so often travel together.

Corporations and LLCs can also start the process themselves, asking a court to continue a voluntary dissolution under court supervision, which can be useful when creditors, disagreeing owners, or unclear authority make an informal wind-down risky. And the Department of Legal Affairs can bring a proceeding to dissolve an LLC that obtained its articles through fraud or has continued to exceed or abuse its legal authority, though that is the exception rather than the rule in private business disputes.

Not every case should be tried. Mediation or a negotiated buyout can preserve more value than a contested hearing, particularly for operating businesses with ongoing customers and employees. We evaluate each case for the realistic settlement range while preparing it as though it will be tried.

Palm Beach Corporate Dissolution Questions Owners Ask

What is the difference between dissolving a corporation and dissolving an LLC in Florida?

They fall under different statutes with different grounds and remedies. Corporations are governed by Chapter 607 and LLCs by Chapter 605. Both allow court-supervised dissolution and both allow buyout alternatives, but the specific triggers, notice requirements, and valuation mechanics are not identical, so the entity type is the first thing we confirm.

Can I force a dissolution if my co-owner and I are deadlocked?

For an LLC, a manager or member can seek judicial dissolution when managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. Your operating agreement may also contain a deadlock sale clause that takes priority if it is properly initiated first.

Will the court automatically shut the business down?

No. Courts have tools short of dissolution, including appointing a custodian or receiver, ordering a purchase of the petitioner’s interest, and issuing injunctions to preserve assets. Many cases end in a buyout or negotiated separation.

How is fair value determined in a buyout?

If the owners cannot agree, the court decides after hearing valuation evidence, usually from financial experts. The disputed issues often include discounts, goodwill, and the accuracy of the company’s books.

What if my partner is taking company money?

Diverted funds, commingled accounts, and unexplained withdrawals can support claims for an accounting, breach of fiduciary duty, and recovery of the money. Misappropriation or waste of assets that injures the company is itself a ground for LLC dissolution, and a court can order injunctive relief to stop assets from being moved while the case proceeds.

Can a receiver or custodian take over my company?

A court can appoint one in a dissolution proceeding once the petition shows sufficient merit, but only after a hearing with notice to the parties and an interested person the court designates. It is a serious step that courts take when assets are at risk or the company cannot function.

How long do I have to bring a claim against a partner who breached our agreement?

For a claim based on a written agreement, Florida generally allows five years. Oral or implied contract claims get four years, and fraud claims run four years from discovery with a twelve-year cap. Because a dissolution case often includes several claims, each clock should be checked early.

Does filing for dissolution waive my right to use a buyout clause in our agreement?

Not necessarily. For corporations, 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 that is initiated before the court finds deadlock grounds can control instead of a dissolution order. Sequencing matters, so review the agreement before filing anything.

My business partner lives out of state. Does that change where the case is filed?

It can affect jurisdiction and whether a federal court is available, but dissolution of a Florida entity is generally pursued in the Florida circuit court for the county where the company operates. We regularly represent clients from New York, New Jersey, and Connecticut, and we handle the local filings and appearances.

Is it worth hiring a lawyer if the company is small?

Often yes, because small companies are where informal arrangements, missing agreements, and commingled finances create the most disputes. An early consultation can tell you whether the cost of litigation is justified or whether a negotiated exit makes more sense.

What if the company owns real estate and the owners disagree about selling it?

The dissolution case may be accompanied by a partition action or a title claim, depending on how the property is held. We handle partition and quiet title cases as well as dissolution, so the strategies can be coordinated.

Serving Business Owners Across Palm Beach County and South Florida

Our corporate dissolution work begins in Palm Beach County, where the Fifteenth Judicial Circuit hears these cases, and extends through West Palm Beach, Palm Beach Gardens, Jupiter, Boynton Beach, Delray Beach, Boca Raton, Wellington, Royal Palm Beach, Lake Worth Beach, Riviera Beach, and the western communities including Belle Glade. We also represent owners in neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, and Davie, where the Seventeenth Judicial Circuit handles business and dissolution matters.

Many of our clients are not local at all. We regularly serve owners from New York, New Jersey, and Connecticut who hold a company, investment property, or a share of real estate in South Florida, and who need a Florida litigator to handle the court appearances while they stay informed from home.

Speak With a Palm Beach Corporate Dissolution Attorney

If your company is stalled, your partner is out of reach, or you have decided the relationship is over, talk to a Palm Beach corporate dissolution attorney at the Andrew M. Schwartz Legal Team before you make a move that is hard to undo. We will review your agreement, explain whether dissolution, a buyout, or a negotiated separation fits your situation, and give you a realistic read on cost and timing. Call us to schedule a consultation.