Boca Raton Business Divorce Attorney
Guiding business owners through the complex process of a business divorce
A partnership is like a marriage in many ways, so it is no surprise that a breakup or dissolution of the partnership is often thought of as a business divorce. Owners who did not go into business together with a strong partnership agreement that spelled out the process for dissolution may find themselves in court fighting over custody of business assets and liabilities. This is a stressful time for business owners, who may make decisions motivated by emotions and a desire to quickly dissolve the partnership. But emotional decisions rarely equate to sound business decisions. And sometimes the end of a partnership does not mean the end of a personal relationship, whether the partners are family members, friends, or colleagues who may desire to continue their business relationship in the future.
The Boca Raton business divorce attorneys at the Schwartz & Salivar Legal Team concentrate heavily in the area of partnership disputes and corporate dissolution. From the start, our business law practice drafts partnership agreements, operating agreements and corporate charters that spell out an orderly process for dissolution. Our lawyers provide sound, practical legal advice and representation throughout all the steps required to resolve a dispute among business owners, or to dissolve a partnership, corporation, or limited liability company, including representation in any internecine or third party litigation which may be required as a part of the process.
Partnership Disputes and Dissolution
If a partner chooses to resign from the partnership, or if the other partners wish to expel a partner from the partnership, many activities must take place, including the distribution of assets and liabilities/debts. These matters must often be litigated when the dissolution of the partnership is not amicable. Leases, contracts and loans with third parties must all be dealt with as well through a process of negotiation or litigation.
The Schwartz & Salivar Legal Team represents partners in internal disputes regarding business operations. Where disputes cannot be resolved, we represent parties in the purchase or sale of a partner’s share or interest in the business, pursuant to a buy-out clause in the partnership agreement or on an ad hoc basis.
The Schwartz & Salivar Legal Team guides its clients through the complicated process of winding down a corporation. This process involves more than just filing the appropriate articles of dissolution with the Secretary of State, which are necessary to effect a formal dissolution. Creditors must be notified, and debts of the corporation must be settled. Often there are ongoing projects with clients which must be wrapped up or dealt with, as well as claims that need to be settled, litigated or otherwise resolved before the corporation can properly be dissolved.
When winding up affairs, it is important that the corporation be dissolved efficiently and effectively to avoid any further obligations to pay taxes, fees or file annual reports, and also to prevent new debts from accruing or new lawsuits being instituted against the corporation. The tax consequences alone of closing a business are not inconsiderable. The IRS checklist for closing a business lists different 20 forms across 14 different topics that may need to be considered, in addition to filing a final annual tax return. Our attorneys make sure all necessary and proper steps are taken, including liquidating assets, closing accounts, canceling licenses and permits, etc.
Help with Voluntary and Involuntary Dissolutions
Dissolving a corporation or limited liability company typically requires a vote of the shareholders or approval of the members. However, there are times when the parties may not agree on the dissolution, and litigation becomes necessary. Florida law recognizes different grounds under which the shareholders of a corporation may sue to dissolve a corporation through judicial dissolution in court. Grounds for shareholder suits include:
• The directors are deadlocked in the management of corporate affairs
• The shareholders are deadlocked in voting power
• Corporate assets are being misapplied or wasted
• The directors are acting illegally or fraudulently
Creditors may also attempt to force the involuntary dissolution of a corporation in certain circumstances, such as to execute a judgment on an insolvent corporation.
Partner Dispute Resolution and Business Divorce in Palm Beach and Broward Counties
The Schwartz & Salivar Legal Team represents parties in shareholder derivative suits and voluntary or involuntary dissolutions, including representation in court, preparation of accountings, and related matters. For help in the resolution of a partnership or corporate dispute, or in the event of dissolution, call our Boca Raton business divorce attorneys at 561-347-6767 for practical legal advice and effective assistance.