Wilton Manors Corporate Dissolution Attorney

Dissolving a company is rarely a matter of one owner filing a form and walking away. When owners disagree, the question is usually who gets to decide, who gets paid, and who is allowed to keep the business alive. The Andrew M. Schwartz Legal Team represents business owners, LLC members, shareholders, and investors in corporate dissolution and partnership disputes, serving Wilton Manors and the rest of Broward County, along with Palm Beach County and the wider South Florida region.

For a Wilton Manors corporate dissolution attorney, the work starts with figuring out what kind of dissolution you are really facing. Some owners agree the company has run its course and need a clean wind-down. Others are stuck with a co-owner who will not cooperate, will not sell, and will not explain where the money went. Florida gives minority owners and members real tools in those situations, including court-ordered dissolution, buyout elections, and court-appointed receivers. Which tool fits depends on your entity type, your governing documents, and what the other side has been doing.

Wilton Manors has a dense small-business community: restaurants, bars, boutiques, salons, professional offices, and investment properties held through LLCs and closely held corporations. Many of these are owned by two or three people who started as friends or partners and never planned for a falling out. When that happens, the company’s operating agreement or shareholder agreement becomes the most important document in the dispute.

Voluntary Wind-Down Versus Court-Ordered Dissolution

The first fork in the road is whether the owners can agree. If everyone wants out, dissolution can be handled by the owners themselves, with a plan for paying creditors, collecting receivables, selling assets, and distributing what is left. Even then, mistakes are common. Owners distribute cash before debts are paid, ignore landlord or vendor claims, or leave the entity in legal limbo for years. A written wind-down plan avoids most of that.

If the owners cannot agree, someone has to ask a court. For an LLC, Florida’s statute lets a member or manager seek judicial dissolution on several grounds: the company’s affairs are being conducted unlawfully, it is not reasonably practicable to carry on the business under the articles and operating agreement, the people in control have acted or are expected to act illegally or fraudulently, company assets are being misappropriated or wasted to the company’s injury, or the managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring.

For a corporation, the shareholder route is different in an important way. A shareholder can seek dissolution on specified grounds, including that the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. But once a shareholder files, the corporation or the other shareholders can elect to buy the petitioner’s shares at fair value instead. If the parties agree on value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. An election to buy is irrevocable unless the court finds it equitable to set it aside or modify it. That means a petition for dissolution can end with the petitioner being bought out rather than the company being shut down, and you should know that going in.

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

The Andrew M. Schwartz Legal Team handles business divorce, partnership and member disputes, complex contract litigation, partition actions, and real estate litigation for clients in Broward County, Palm Beach County, and throughout South Florida, including clients in New York, New Jersey, and Connecticut who have business or property interests here. Founder Andrew M. Schwartz has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has practiced litigation in Florida ever since. His degrees are from Emory University (1986) and the University of Miami School of Law (1989). His career has centered on contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders, which is exactly the terrain corporate dissolution cases sit on.

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. That matters when a dissolution fight spills into related claims, such as a breach of fiduciary duty, an accounting, or a contract dispute that belongs in a different forum.

The firm practices as a true legal team, so everyone working on a matter knows the file and can respond when a client calls. There is a strict 24 hour return call policy when the attorneys are in court or otherwise unavailable. The firm is experienced in mediation and arbitration as well as courtroom litigation, and Andrew’s own philosophy is that most clients want a lawyer who uses finesse when finesse will do and a cost-effective result rather than fees that outweigh common sense.

On the trial side, after a 5-day bench trial in Broward County Circuit Court, the firm obtained a 32-page final judgment awarding its client specific performance of a commercial real estate contract. That result reflects the kind of detailed, document-driven preparation that dissolution and ownership disputes demand, where the outcome often turns on the exact wording of the agreement and the history of the parties’ dealings.

Situations That Lead Wilton Manors Owners to Seek Dissolution

• Deadlocked Two-Owner Companies: With two 50/50 owners, a single disagreement can freeze hiring, banking, leasing, and every major decision. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury as a ground for judicial dissolution, but a deadlock sale clause in your operating agreement may control first if it is initiated before the court rules.
• Minority Owners Shut Out of Management: Members or shareholders who are cut out of decisions, denied information, or excluded from distributions often have claims for breach of fiduciary duty, along with the dissolution or buyout remedies the statutes provide.
• Misappropriated or Wasted Assets: When a controlling owner diverts company funds, commingles accounts, or cannot account for money, that conduct is itself a statutory ground for dissolving an LLC and supports claims for an accounting and recovery of funds.
• Abandoned Businesses That Never Closed: A restaurant or shop that stopped operating but was never wound down leaves owners exposed to continuing obligations. A shareholder can ask a court to compel liquidation when a corporation has abandoned its business.
• Family and Friend-Run Companies: Siblings who inherited a business, spouses or in-laws with shared ownership, and long-time friends who started a company together face control, pay, and future-direction disputes that make the legal fight more personal.
• Real Estate Held Through the Entity: When the company’s main asset is a building or investment property, dissolution often intersects with partition, title, or lease issues, and the property may have to be sold or divided as part of the wind-down.
• Disputes Over Valuation and Buyouts: Even when everyone agrees someone should leave, the fight is often over what the business and its assets are worth, and whether a buyout or a sale of the whole company produces the better result.

What to Do If You Are in a Dissolution Dispute

Start by getting your governing documents together: articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell or deadlock provisions, and amendments. Many disputes are partly decided by what those documents say about buyouts, expulsion, deadlock, and dispute resolution, and some require mediation or arbitration before anyone files suit. Then collect the financial picture: bank statements, tax returns, ledgers, loan documents, and records of capital contributions and distributions. If you suspect money is missing, preserve everything and do not alter or delete records.

Watch the clock. Florida deadlines vary by claim. A claim founded on a written instrument carries a five-year limitations period, while an oral or implied contract claim carries four years. A fraud claim runs four years from discovery, subject to a 12-year outer limit. A professional malpractice claim has a two-year period running from when the claim is or should have been discovered. Waiting while a partner continues to drain the company usually makes things worse, not better.

If assets are being moved or spent, emergency relief may be the first priority. In a corporate dissolution proceeding, the court can issue injunctions, appoint a receiver or custodian during the case, and take other steps to preserve corporate assets. For an LLC, the court may appoint a receiver or custodian or order a purchase of the petitioning member’s interest, but it must first hold a hearing after notifying the parties and any interested person it designates.

Venue matters. Wilton Manors is in Broward County, so these cases are heard in the Circuit Court of the Seventeenth Judicial Circuit, which sits in and for Broward County. The Seventeenth Circuit also maintains a complex business division that handles, among other things, the dissolution of certain business entities and large business litigation, and a case can be filed directly into that division only by following the circuit’s administrative order, including a designated form filed with the Clerk. If your company’s property or operations extend into Palm Beach County, that county is in the Fifteenth Judicial Circuit. Federal court in Fort Lauderdale or West Palm Beach may come into play when federal claims or diversity jurisdiction are involved.

The most common mistakes are distributing company funds without paying creditors, letting a co-owner control the books unchecked, missing a contractual notice or mediation step, and delaying until assets are gone. Talking to a Broward County business litigation attorney before you take a step that cannot be undone is usually cheaper than fixing it afterward.

How Buyouts, Receivers, and Wind-Downs Actually Play Out

Many dissolution cases never end in a dissolved company. The statutory buyout election for corporations is one example, and operating agreements often contain their own buy-sell or deadlock sale provisions. In an LLC, if a deadlock sale provision is initiated before the court finds the deadlock ground exists, that provision applies in place of a judicial dissolution order or a court-ordered purchase of the petitioner’s interest. For corporations, filing a dissolution action does not cut off a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement.

When a court does appoint a receiver or custodian, that person takes control of how the business is run or wound down, which can be a relief for an owner locked out of information and a significant intrusion for an owner who wanted to keep control. When real estate is the company’s principal asset, a wind-down may involve a sale, a distribution in kind, or a separate partition proceeding under Florida’s partition statutes, in which the court can divide the property or order it sold and the proceeds divided in proportion to ownership interests.

The firm’s approach is to identify early which of these paths gives the client the best result at a reasonable cost, whether that is a negotiated buyout, mediation, a structured wind-down, or a trial.

Wilton Manors Corporate Dissolution Questions

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

The governing statutes differ. LLC dissolution is governed by Florida’s LLC act, which lists specific grounds a member or manager can raise, including deadlock, misappropriation of assets, and impracticability under the operating agreement. Corporate dissolution is governed by the business corporation act, which includes a shareholder petition process and a built-in buyout election. The remedies and procedures are not interchangeable.

Can a minority owner force dissolution?

A minority LLC member can petition on any of the statutory grounds, such as misappropriation of assets or illegal conduct by those in control. A minority shareholder can petition a circuit court under the corporate statute, though the corporation or other shareholders may respond by electing to buy the petitioner’s shares at fair value.

What does “fair value” mean in a shareholder buyout?

It is the value the parties agree on or, failing agreement, the value the court determines. If the parties agree on fair value and terms within 60 days after the first election to purchase is filed, the court enters an order directing the purchase on those terms. Valuation disputes are common and often require financial evidence.

Does my operating agreement override the court’s power to dissolve?

Not entirely, but it can matter a great deal. A deadlock sale provision, if initiated before the court finds deadlock grounds exist, can apply in place of a judicial dissolution order. Agreements may also require mediation or arbitration first. Your agreement should be reviewed before anyone files.

Can a court appoint a receiver to run the company during the case?

Yes. In both LLC and corporate dissolution proceedings, a court can appoint a receiver or custodian. For an LLC, the court must hold a hearing after notifying the parties and any interested person it designates. For a corporation, the court may also issue injunctions and carry on the business until a full hearing.

What if a partner is taking money out of the company?

You may have claims for an accounting, breach of fiduciary duty, and recovery of funds, in addition to dissolution. Misappropriation or waste of assets is a stated ground for dissolving an LLC, and a court can grant emergency relief to stop assets from being moved or spent while the case is pending.

Which court would hear a Wilton Manors dissolution case?

Because Wilton Manors is in Broward County, the case is generally filed in the Circuit Court of the Seventeenth Judicial Circuit. Business dissolution matters may be eligible for the circuit’s complex business division if the filing requirements in its administrative order are met.

How long does a contested dissolution take?

It varies with the entity, the evidence, and how much the parties dispute valuation or conduct. Cases that settle through mediation or a negotiated buyout can resolve far sooner than ones tried to judgment. Some, like the firm’s five-day bench trial in Broward County, require full trial preparation.

Can I be personally liable for company debts after dissolution?

It depends on how the wind-down is handled, whether debts were paid before distributions, any personal guarantees you signed, and whether claims of misconduct are asserted. Distributing assets to owners while creditors remain unpaid creates risk, which is why a structured wind-down plan matters.

I live in New York or New Jersey but own part of a Wilton Manors business. Can you help?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, handles the local court appearances, and keeps clients informed so they do not need to travel for every hearing.

Do you work with other attorneys on dissolution cases?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out of state attorneys whose clients have disputes in Florida. The firm communicates with referring counsel throughout the matter and respects their relationship with the client.

Serving Corporate Dissolution Clients Across Wilton Manors and South Florida

The firm represents owners in Wilton Manors and throughout Broward County, including Oakland Park, Fort Lauderdale, Pompano Beach, Lighthouse Point, Deerfield Beach, Coral Springs, Coconut Creek, Margate, Plantation, Sunrise, Davie, Hollywood, Hallandale Beach, Dania Beach, Weston, and Pembroke Pines. We also serve clients across Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth, West Palm Beach, Palm Beach Gardens, and Jupiter, as well as the broader South Florida business community.

Whether your company is a restaurant on Wilton Drive, a professional practice, a real estate holding entity, or a family business spread across several counties, the Andrew M. Schwartz Legal Team brings the same attention to the governing documents, the money, and the realistic options for separating on fair terms.

Talk to a Wilton Manors Corporate Dissolution Lawyer Today

If your co-owner is stalling, siphoning funds, or locking you out, or you simply need to wind a company down properly, the Andrew M. Schwartz Legal Team can review your agreements, explain the remedies available, and recommend a path that fits your goals and budget. Reach out to our firm to schedule a consultation with a Wilton Manors corporate dissolution lawyer who will return your call within 24 hours.