Broward County Corporate Dissolution Attorney

Dissolving a company in Broward County is rarely a matter of filing paperwork and closing the doors. When co-owners disagree about whether the business should continue, the question usually lands in front of a judge, and the answer depends on the entity type, the governing documents, and what the owners can prove about each other’s conduct. The Broward County corporate dissolution attorney you choose should be comfortable with all of it. The Andrew M. Schwartz Legal Team handles partnership disputes, corporate and LLC dissolution, business divorce, and related emergency relief for owners across Broward County, Palm Beach County, and the rest of South Florida.

The first thing worth knowing is that Florida treats corporations and limited liability companies under different statutes with different tools. A shareholder of a corporation proceeds under Chapter 607, while a member or manager of an LLC proceeds under Chapter 605. The grounds, the buyout mechanisms, and the court’s remedial powers are not interchangeable, and picking the wrong framework at the outset can cost months. A well-drafted operating agreement or shareholder agreement may also contain its own exit mechanism, such as a deadlock sale provision, that changes the entire path of the case.

The second thing is that judicial dissolution is often leverage rather than a destination. Many owners who ask a court to dissolve the company end up in a negotiated buyout, because both Florida statutes give the other owners a way to avoid dissolution by purchasing the petitioner’s interest. Understanding that dynamic from the beginning shapes how a case should be filed, what should be requested, and what outcome is realistic.

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

The Andrew M. Schwartz Legal Team is a business litigation firm that represents business owners, investors, and families in South Florida’s most difficult business and real estate disputes, serving clients in Fort Lauderdale and throughout Broward County as well as West Palm Beach, Boca Raton, and Palm Beach County. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation, and his career has been built around complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders. He was admitted to The Florida Bar in 1989, earned his undergraduate degree from Emory University in 1986, and received his law degree from the University of Miami in 1989.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, joins him with years of experience in business and real estate cases in both state and federal courts. That matters in dissolution work, where a dispute can begin in a circuit court and also involve federal questions or claims across state lines. The firm practices as a true legal team, so everyone working on your matter knows the file, and a strict 24 hour return call policy applies when the attorneys are in court.

Recent results reflect the kind of work these disputes require. After a 5-day bench trial in Broward County, the Circuit Court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That outcome came from detailed trial preparation and close attention to contract language, the same skills that decide whether an operating agreement’s exit provisions are enforced the way a client needs them to be. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits a client’s goals and budget rather than prolonging a case for its own sake.

Situations That Lead Broward Owners to Seek Dissolution

• Deadlocked Management: Two 50/50 owners, or a board split evenly, cannot approve a budget, a sale, or a key hire. For an LLC, deadlock supports judicial dissolution only if the owners cannot break it and irreparable injury to the company is threatened or occurring. A deadlock sale clause in the agreement, if properly initiated first, can displace the court process entirely.
• Misappropriated or Wasted Assets: One owner diverts company funds, pays personal expenses through the business, or lets assets deteriorate. Florida’s LLC statute lists misappropriation or waste causing injury as a ground, and these cases often pair dissolution with claims for an accounting and breach of fiduciary duty.
• Illegal or Fraudulent Control: Controlling managers or members act, or are reasonably expected to act, illegally or fraudulently. Where all or substantially all of the company’s activities are conducted unlawfully, that is a separate statutory ground.
• Impracticable Operations Under the Governing Documents: The company cannot reasonably function in line with its articles and operating agreement, perhaps because required approvals are impossible to obtain or the purpose of the venture has failed.
• Abandoned Corporate Business: A shareholder of a corporation can seek dissolution where the corporation has abandoned its business and has not liquidated, distributed assets, and dissolved within a reasonable time. Owners sometimes find themselves tied to a dormant entity that still carries liabilities.
• Family Business Breakdowns: Siblings who inherited a company together, or parents and children with competing visions, often reach a point where nobody can agree on control, compensation, or succession. These cases call for discretion alongside firm protection of the client’s financial interests.
• Minority Owner Squeeze-Outs: A majority owner cuts off distributions, removes a minority holder from management, or withholds financial information. Dissolution or a court-ordered buyout may be the realistic remedy.
• Dissolution Combined With Real Estate: When the company’s main asset is a property, a dissolution fight can overlap with partition or title questions, and the strategy has to account for both.

What to Do If Your Co-Owners Are Heading Toward a Dissolution Fight

Start with the documents. Pull the articles of incorporation or organization, the operating agreement or shareholder agreement, any buy-sell agreement, amendments, and the company’s tax returns, bank statements, and financial statements. The agreement matters most, because it may contain buyout formulas, valuation methods, deadlock sale provisions, mandatory mediation or arbitration clauses, or restrictions on who can bring claims. A deadlock sale clause is especially important to identify early. Under the LLC statute, if one is initiated before the court finds that the deadlock ground exists, it applies in place of a judicial dissolution order, so the timing of your first move can decide which process governs.

Then separate what you know from what you suspect. Missing money, unauthorized transfers, and diverted opportunities need to be documented from records you are entitled to see, not from guesses. Do not access accounts or systems you are not authorized to use, and do not remove company records in a way that could be used against you. If assets are actively being moved or spent, say so promptly, because courts handling dissolution proceedings can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets. Before appointing a receiver or custodian for an LLC, the court must hold a hearing after notice to the parties, so emergency requests need to be built on solid evidence.

Mind the deadlines that attach to the underlying claims. A claim founded on a written instrument, such as an operating agreement, carries a five-year limitations period, while contract claims not founded on a written instrument carry four years. Fraud runs four years from discovery, subject to an outer limit of 12 years. A specific performance action has only one year. Dissolution rests on ongoing grounds, but the damages claims that usually accompany it do not wait indefinitely, so delay can quietly forfeit part of your case.

Broward County disputes are filed in the Seventeenth Judicial Circuit, whose Circuit Civil Division sits at the Central Courthouse in Fort Lauderdale, with regional courthouses in Deerfield Beach, Hollywood, and Plantation. The Seventeenth Circuit maintains complex business divisions, created for matters that include dissolution of certain business entities and large business litigation. A case can be filed directly into one of those divisions only through the procedure set out in the circuit’s administrative order, which involves completing and e-filing a designated form with the Clerk at filing, and the Clerk then randomly assigns the case to a division. Whether a particular dissolution case belongs there is a judgment call worth making with counsel before filing. Federal court enters the picture less often, but the Southern District of Florida holds court in Fort Lauderdale and West Palm Beach when diversity or federal claims are involved.

The most common mistakes are waiting while the other side drains the company, signing a buyout term sheet without a valuation, and filing for dissolution without first checking whether the agreement requires mediation or arbitration. Another is assuming that dissolution is the goal, when a negotiated exit at fair value frequently serves the client better.

How Dissolution Differs for Corporations and LLCs

For an LLC under Chapter 605, a member or manager may ask the circuit court to dissolve the company on any of five grounds: substantially all activities are conducted unlawfully; it is not reasonably practicable to carry on activities in line with the articles and operating agreement; controlling managers or members have acted, are acting, or are reasonably expected to act illegally or fraudulently; assets are being misappropriated or wasted, causing injury; or the managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. The Department of Legal Affairs has its own, narrower route when an LLC obtained its articles through fraud or has continued to exceed or abuse its lawful authority. Once a proceeding is filed and the petitioner shows sufficient merit, the court may appoint a receiver or custodian, or order the purchase of the petitioning member’s interest.

For a corporation under Chapter 607, the statute allows a circuit court to dissolve the company or order another remedy, including in a shareholder proceeding where the corporation has abandoned its business and failed to liquidate within a reasonable time. The purchase mechanism is distinctive. When a shareholder proceeds on the statutory grounds, the corporation may elect, or if it does not, one or more shareholders may elect, to buy all of the petitioner’s shares at fair value. 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. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it. Within 30 days of the proceeding’s start, the corporation must notify the other shareholders that they may avoid dissolution by buying the petitioner’s shares.

A shareholder agreement that complies with the statute can also contain a deadlock sale provision, and filing for judicial dissolution on certain grounds does not take away a shareholder’s right to initiate that provision. These overlapping paths are why the first strategic decision, whether to negotiate, trigger a contractual exit, or file, deserves careful thought. In practice, the real fight is frequently over valuation: which method applies, what discounts are argued, and what the company is actually worth once the books are examined.

Questions Broward Business Owners Ask About Corporate Dissolution

What is the difference between dissolving a company voluntarily and judicial dissolution?

Voluntary dissolution is a decision the owners make together under the company’s governing documents. Judicial dissolution is a court-ordered result requested by an owner, usually when the owners cannot agree or when misconduct or deadlock has made the company unworkable. Both statutes also allow a company to ask that its voluntary dissolution be continued under court supervision.

Can a minority owner force a dissolution?

A minority owner can petition, but only on the statutory grounds, such as deadlock, misappropriated assets, illegal or fraudulent conduct by those in control, or impracticable operations. Owning a small percentage does not by itself bar a claim, but the petitioner must prove a recognized ground, and the other owners may respond by electing to buy the petitioner out.

What happens if the other owners offer to buy me out?

In a corporate proceeding, the buyout is at fair value and, if the parties agree on value and terms within 60 days after the first election, the court orders the purchase on those terms. If they cannot agree, the court determines fair value. Do not accept a number without understanding how it was calculated and what financial records support it.

Does our operating agreement control the outcome?

It often controls a great deal. Buyout formulas, deadlock sale provisions, and dispute-resolution clauses can redirect the entire process. Courts still apply the statute’s grounds for dissolution, but a properly initiated deadlock sale provision can apply in place of a judicial dissolution order, so the agreement should be reviewed before anything is filed.

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

Yes. In a dissolution proceeding the court can appoint a receiver or custodian, issue injunctions, and take other action to preserve assets. For an LLC, the court must first hold a hearing with notice to the parties and an interested person it designates, and the request must show sufficient merit.

How long does a corporate dissolution case take in Broward County?

There is no fixed answer. A case that settles through a buyout after mediation can resolve far sooner than one that goes to a contested trial over valuation or misconduct. Assignment to a complex business division, the volume of financial records, and whether emergency relief is needed all affect the pace.

What if my partner is taking money while the case is pending?

You may have claims for an accounting, breach of fiduciary duty, conversion, and recovery of the funds, and a court can order injunctive relief to stop assets from being moved or spent. The strength of your records is critical, so gather bank statements, ledgers, and transfer records before asking for emergency relief.

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

Often yes, because a small company can still hold valuable real estate, contracts, or goodwill, and the cost of an unmanaged exit can exceed the cost of counsel. A short document review can show whether a contractual exit exists and whether litigation is worth pursuing at all.

Do I have to litigate, or can this be resolved through mediation or arbitration?

Many of these disputes resolve through negotiation, mediation, or arbitration, and some agreements require it. The firm is experienced in alternative dispute resolution as well as courtroom litigation, and it pursues the path most likely to meet the client’s goals efficiently.

I live in New York, New Jersey, or Connecticut. Can you handle a Broward dissolution case?

Yes. The firm regularly represents clients from the tri-state area whose partners or co-owners are in South Florida. The firm handles the local court appearances and proceedings and keeps out of state clients informed at every stage, so you do not need to travel for every hearing.

What happens to the company’s real estate in a dissolution?

That depends on how title is held and what the governing documents say. If the property is held by the entity, it is addressed through the winding up or buyout. If owners hold it personally as co-owners, a partition action or a title proceeding may be needed alongside the dissolution.

Representing Dissolution Clients Across Broward County and South Florida

The firm represents owners throughout Broward County, from Fort Lauderdale and its downtown business district to Pompano Beach, Deerfield Beach, Coral Springs, and Parkland on the northern side. Clients also come from Plantation, Sunrise, Davie, Weston, and Pembroke Pines in the western part of the county, and from Hollywood, Hallandale Beach, Miramar, Dania Beach, and Cooper City to the south. Lauderhill, Tamarac, Margate, Coconut Creek, Oakland Park, and Wilton Manors round out the communities where closely held businesses and family companies need counsel when ownership breaks down.

Because many Broward companies have owners, investments, or property in neighboring areas, the firm also serves clients in Boca Raton, West Palm Beach, and throughout Palm Beach County, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida. Whether the dispute involves a corporation, an LLC, a family company, or a partnership, the aim is the same: a resolution that protects what the client has built.

Talk to a Broward County Corporate Dissolution Lawyer About Your Company

If your co-owners are deadlocked, funds are missing, or you are being pushed out of a company you helped build, a conversation with a Broward County corporate dissolution lawyer can clarify which statute applies, what your agreement allows, and whether a buyout, a negotiated wind-down, or court action fits your situation. The Andrew M. Schwartz Legal Team returns calls within 24 hours and can arrange conference calls at times that work for everyone involved. Call today to discuss your case.