Boca Raton Corporate Dissolution Attorney

The Andrew M. Schwartz Legal Team represents business owners, investors, and family members across Boca Raton, Palm Beach County, and Broward County who are caught in a company that can no longer function, or who need to leave one on fair terms. When co-owners are stuck, a Boca Raton corporate dissolution attorney is often the person who determines whether the business gets sold, bought out, wound down, or put in the hands of a court-appointed custodian.

Dissolution is usually not the first thing an owner wants. It is what’s left when a partner has stopped contributing, when money has gone missing, when two 50 percent owners cannot agree on a single decision, or when the person running the company is treating it as a personal account. The real work is deciding which exit is realistic: a negotiated buyout, a sale, an agreed wind-down, or a court-ordered dissolution with the leverage that a filed petition creates.

Florida gives owners more tools than many of them realize, and the tools differ depending on whether the company is a corporation or an LLC. Choosing the wrong vehicle, or waiting while assets drain, can cost an owner far more than the dissolution itself.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach and Broward Counties, along with clients from New York, New Jersey, and Connecticut who hold business or property interests in South Florida. 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. His career has been built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders, which are exactly the disputes that end in dissolution.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, works alongside Andrew and brings years of business and real estate experience in state and federal courts. The firm practices as a true legal team, so everyone on your file knows it, and there is a strict 24 hour return call policy when the lawyers are in court. Clients who live out of state do not need to fly in for every hearing, because the firm handles local court appearances and keeps them informed at each stage.

Results matter in this kind of work. 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 outcome reflects the preparation these disputes demand, where the case often turns on the exact wording of an agreement and the history between the parties. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits the client’s goals and budget instead of stretching a case out for its own sake.

Situations That Lead Owners to Seek Dissolution

• Deadlocked Management: Two equal owners, or two blocs of members, who cannot reach a decision can freeze payroll, vendor payments, and every major contract. Florida’s LLC statute recognizes deadlock as a ground for judicial dissolution when the deadlock cannot be broken and irreparable injury to the company is threatened or already occurring.
• Misappropriated or Wasted Assets: A manager or controlling owner who diverts company money, commingles accounts, or lets assets be wasted may give the other owners grounds to ask the court for dissolution, along with an accounting and recovery of the funds.
• Illegal or Fraudulent Conduct by Those in Control: Where controlling members or managers have acted, are acting, or are reasonably expected to act illegally or fraudulently, a minority owner can seek dissolution rather than remain locked into the company.
• Impracticable Operations: If it is no longer reasonably practicable to carry on the business in line with the articles and operating agreement, an LLC member can ask the circuit court to dissolve the company.
• Abandoned Corporations: A shareholder can seek judicial dissolution of a corporation that has abandoned its business and failed, within a reasonable time, to liquidate, distribute assets, and dissolve.
• Family Business Breakdowns: Siblings who inherited a company, parents and children with different visions, and spouses or in-laws who share ownership often reach an impasse over control and compensation. These disputes call for discretion alongside firm financial protection.
• Minority Owner Freeze-Outs: Owners shut out of information, distributions, or decisions often use dissolution as leverage to force a buyout at fair value.
• Dissolution Tied to Real Estate: When the company’s main asset is a building or parcel, dissolution frequently overlaps with partition, title questions, or a contested sale of the property.

What to Do When the Company Is Coming Apart

Start by reading the documents that govern the company before you do anything else. The operating agreement, shareholder agreement, or partnership agreement may already contain a buyout formula, a dispute resolution clause, or a deadlock sale provision. That last one matters more than most owners expect: if a deadlock sale mechanism is started before a court finds that deadlock grounds exist, the agreement’s mechanism can take the place of a judicial dissolution order. For corporations, filing for dissolution on certain grounds does not take away a shareholder’s right to start a compliant deadlock sale under a shareholder agreement. Moving first, or moving without reading the agreement, can lock you into a process you did not choose.

Next, protect the money and the records. Gather bank statements, tax returns, capital contribution records, distribution history, loan documents, and emails showing who agreed to what. If you suspect funds are being moved, say so to your lawyer immediately. Courts handling dissolution petitions can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets, though a receiver or custodian is appointed only after notice to the parties and a hearing. The sooner a judge sees evidence of draining, the more useful that protection is.

Think carefully about whether you want out or want the other side out. In a corporate dissolution case brought by a shareholder on the statutory grounds, the corporation, or if it does not act, one or more other shareholders, can elect to buy the petitioner’s shares at fair value to avoid dissolution. The corporation must notify the other shareholders of that right within 30 days after the proceeding begins. 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. An election to buy is irrevocable unless the court finds it equitable to set it aside or modify it, so the decision to elect should never be made casually. LLC proceedings similarly allow the court to order a purchase of the petitioning member’s interest instead of dissolving the company.

Know where the case will be heard. A dissolution petition is filed in circuit court: the Fifteenth Judicial Circuit for Palm Beach County, or the Seventeenth Judicial Circuit for Broward County. The Seventeenth Circuit maintains complex business divisions that handle dissolution of certain business entities and large commercial cases, and a qualifying case can be filed directly into those divisions. Where a federal claim or diversity is involved, the U.S. District Court for the Southern District of Florida also sits in West Palm Beach and Fort Lauderdale.

The most common mistakes are waiting while assets leave, signing a buyout term sheet without a valuation, and cutting off the other owner’s access in ways that create counterclaims. Talk to a lawyer before sending the angry email.

Corporations, LLCs, and Partnerships: Different Roads to the Same Exit

A Boca Raton corporate dissolution attorney has to start by identifying the entity, because Florida regulates each one under different statutes. Corporations are governed by Chapter 607, and LLCs by Chapter 605. In both, a circuit court has authority to dissolve the entity on enumerated grounds, but the grounds and remedies are not identical, and the remedies short of dissolution are often more valuable than dissolution itself.

For LLCs, a manager or member can petition on grounds including unlawful conduct of the company’s affairs, impracticability of operating under the governing documents, illegal or fraudulent conduct by those in control, misappropriation or waste of assets causing injury, and unbreakable deadlock with threatened or actual irreparable injury. The state’s Department of Legal Affairs can also seek dissolution of an LLC that obtained its articles through fraud or continues to abuse its legal authority. On a showing of sufficient merit, the court can appoint a receiver or custodian or order a buyout of the petitioner’s interest.

For corporations, a shareholder petition can rest on grounds that include abandonment of the business, and the court has broad power to issue injunctions, appoint a receiver or custodian during the proceeding, preserve assets, and even keep the business running until a full hearing. A company can also ask the court to supervise a voluntary dissolution that it has already begun, which is useful when creditors or owners are contesting how the wind-down is being handled.

Dissolution is also not the only claim in the case. Real disputes usually combine it with breach of fiduciary duty, a demand for an accounting, and claims for unpaid distributions. Those claims carry their own deadlines. A claim founded on a written contract, such as an operating or shareholder agreement, generally must be brought within five years, while a contract claim not founded on a written instrument has four years. Fraud claims run four years from discovery, subject to a 12-year outer limit. These periods run on their own clocks regardless of when you decide to seek dissolution, so waiting to “see how things go” can quietly forfeit claims worth more than the company.

Questions Owners Ask About Corporate Dissolution in Florida

What does corporate dissolution actually mean?

Dissolution ends a company’s existence as an operating entity. It can be voluntary, agreed to by the owners, or judicial, ordered by a court. It is followed by winding up, in which assets are collected, debts are paid, and what remains is distributed to the owners.

Can one owner force the dissolution of a company in Florida?

Not just because they want out. A court will dissolve a corporation or LLC only on statutory grounds, such as deadlock with irreparable injury, misappropriation of assets, illegal or fraudulent conduct by those in control, or the business becoming impracticable to run. The operating or shareholder agreement may also provide its own exit route.

What happens if my partner and I are deadlocked 50/50?

Equal ownership with no tiebreaker is the classic setup for judicial dissolution of an LLC, provided the deadlock cannot be broken and the company is suffering or threatened with irreparable injury. If your agreement has a deadlock sale provision, that provision may control instead, so the agreement needs to be reviewed first.

Can the other owners avoid dissolution by buying me out?

Yes. In a shareholder-initiated corporate dissolution case, the corporation or the remaining shareholders can elect to purchase the petitioner’s shares at fair value. LLC cases allow the court to order a purchase of the petitioning member’s interest as an alternative to dissolving. The petitioner should expect a valuation fight.

What is a receiver or custodian, and when does a court appoint one?

A receiver or custodian is a neutral person appointed to take control of some or all of the company’s affairs while the case is pending. In both corporate and LLC proceedings, a court may appoint one on a sufficient showing, but only after a hearing with notice to the parties.

Can I get a court order to stop my partner from moving company money?

Often, yes. Courts hearing dissolution cases may issue injunctions and take other steps to preserve company assets, and the firm regularly pursues emergency injunctive relief where funds are being diverted or spent. The evidence you can show early makes a significant difference.

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

A claim founded on a written agreement generally carries a five-year limitations period in Florida. A claim based on an oral or implied agreement has four years, and fraud has four years from discovery with a 12-year outer cap. The recent change that shortened the negligence period did not alter the written-contract period.

Does dissolving the company end my personal liability?

Not automatically. Dissolution does not erase claims against the company or against individuals who breached fiduciary duties or took money improperly. Whether someone has personal exposure depends on the conduct and the claims asserted, which is why the money trail matters.

Which court would handle my dissolution case if the company operates in Broward County?

The Seventeenth Judicial Circuit, which sits for Broward County, hears these cases, and its complex business divisions handle dissolution of certain business entities and large commercial disputes. Palm Beach County cases go to the Fifteenth Judicial Circuit.

I live in New York. Do I have to come to Florida for the case?

Generally you do not need to travel for every proceeding. The firm handles the local court appearances for out of state clients and keeps them informed, with scheduled calls at times that work for everyone.

Is dissolution always the right goal, or are there better outcomes?

Frequently there are better ones. Many owners are better served by a negotiated buyout, a sale to a third party, or an agreed wind-down, with the filed petition used as leverage. Mediation and arbitration are common routes, and the right choice depends on the value of the business and what each owner actually wants.

If the company owns real estate, how does dissolution affect the property?

The property is typically part of the wind-down, sold or distributed as part of the final accounting. If owners hold the property directly as co-owners, a separate partition action under Florida’s partition statutes may be needed, which can run alongside the dissolution case.

Serving Corporate Dissolution Clients Across Palm Beach and Broward Counties

Our work starts in Boca Raton and extends through Palm Beach County, including Delray Beach, Boynton Beach, Highland Beach, Lantana, Lake Worth, Wellington, West Palm Beach, Palm Beach Gardens, Jupiter, and Royal Palm Beach. Just across the county line in Broward County, we represent owners in Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Fort Lauderdale, Plantation, Sunrise, Hollywood, and Weston.

Many of the businesses we see are held by people who do not live here full time. We regularly work with owners from New York, New Jersey, and Connecticut whose partners or co-owners are in South Florida, and we handle the local filings and hearings so those clients can protect their stake from home. We also work with other attorneys who refer matters in which their clients have a Florida dispute.

Talk to a Boca Raton Corporate Dissolution Attorney

If your business has reached the point where the owners cannot move forward together, the choices you make in the next few weeks about the agreement, the evidence, and the exit often set the outcome. A Boca Raton corporate dissolution attorney at the Andrew M. Schwartz Legal Team can review your governing documents, tell you which grounds and remedies realistically apply, and recommend whether to negotiate, mediate, or file. Call our team to discuss your situation.