Boynton Beach Corporate Dissolution Attorney

Boynton Beach business owners who have reached the point of asking whether a company should be wound down, bought out, or taken to court are usually past the stage where a handshake or a quiet conversation can fix things. The Andrew M. Schwartz Legal Team handles business litigation, partnership disputes, and corporate dissolution for owners, investors, and families across Palm Beach County and Broward County, and that includes a Boynton Beach corporate dissolution attorney approach built around one practical question: what outcome actually protects the value of your ownership stake?

Dissolution is not one event. Sometimes it means a negotiated winding down that both owners sign. Sometimes it means one shareholder asking a Florida circuit court to dissolve the company because the other side is looting it or has locked the business in a standoff. And sometimes the filing of a dissolution case is really leverage to force a fair buyout. Which path makes sense depends on your agreement, the entity type, what the other owners have done, and how much time the company has before money or assets start disappearing.

What Florida Law Lets a Court Do When Owners Cannot Agree

Florida treats LLCs and corporations under separate statutes, and the grounds for asking a court to step in are not identical. For a limited liability company, a manager or member can petition the circuit court on several grounds: the company’s activities are being conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles and operating agreement; those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; company assets are being misappropriated or wasted in a way that causes injury; or the managers or members are deadlocked, cannot break the deadlock, and the company faces irreparable injury.

For a corporation, a shareholder can seek judicial dissolution or another statutory remedy, including where the business has been abandoned and the corporation has failed within a reasonable time to liquidate, distribute its assets, and dissolve. The corporate statutes also allow a company to ask a court to keep a voluntary dissolution under court supervision, which matters when creditors, distributions, or competing claims need a neutral referee.

Once a case is pending, the court has tools beyond a final dissolution order. In an LLC case, a judge who sees sufficient merit can appoint a receiver or custodian to run or protect the company, or can order the purchase of the petitioning member’s interest. In a corporate case, the court can issue injunctions, appoint a receiver or custodian, preserve corporate assets, and keep the business operating until a full hearing. Before appointing a receiver or custodian for an LLC, the court must hold a hearing after notice to the parties and any interested person it designates.

Why Dissolution Cases Often Become Buyout Cases

The most common surprise for a shareholder who files for dissolution is that the other side can often turn the case into a purchase of your shares. In a corporate dissolution proceeding brought on the statutory grounds, the corporation may elect to buy the petitioner’s shares at fair value, and if it does not, one or more of the other shareholders may make that election. Within 30 days after such a proceeding starts, the corporation must notify all shareholders other than the petitioner that they can avoid dissolution by electing to buy the petitioner out.

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. That is why the way a dissolution petition is framed, and what the client actually wants at the end of it, deserves real thought before anything is filed. If you want out with fair money, the case is one thing. If you want the other owners removed and the company preserved, it is another.

Your own agreements can also change the picture. Some operating agreements and shareholder agreements contain a deadlock sale provision, often called a shoot-out or buy-sell mechanism. If such a provision is initiated before the court finds that the LLC deadlock ground exists, it generally governs in place of a judicial dissolution order or a court-ordered purchase, so long as it is then carried through. Filing a corporate dissolution case on the deadlock-type grounds, or electing to purchase, does not take away a shareholder’s right to start an available deadlock sale provision in a compliant shareholder agreement. Reading those documents carefully, before you act, is often the most valuable hour of the whole case.

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

The Andrew M. Founder Andrew M. Schwartz has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He is a graduate of Emory University (1986) and the University of Miami School of Law (1989), and his career has centered on complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He 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.

The firm serves clients in Boynton Beach, Boca Raton, West Palm Beach, Fort Lauderdale, and throughout Palm Beach County and Broward County. It also represents clients from New York, New Jersey, and Connecticut who own a share of a South Florida business or property, and it handles the local court appearances so those clients do not have to travel for every hearing. A meaningful part of the firm’s work comes from referrals by other attorneys, including out of state lawyers whose clients have Florida disputes.

The firm practices as a true legal team, meaning everyone working on a matter knows the file and can answer when a client calls. There is a strict 24 hour return call policy if the attorneys are in court. The team is experienced in mediation and arbitration as well as courtroom litigation, and it looks for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake. On the trial side, a recent 5-day bench trial in Broward County Circuit Court ended in a 32-page final judgment granting the firm’s client specific performance of a commercial real estate contract, a reminder that the firm tries cases to a decision when a settlement is not in the client’s interest.

Situations That Lead Boynton Beach Owners to Seek Dissolution

• Deadlocked Ownership: Two 50/50 owners, or an even split of managers, who cannot agree on a sale, a lease renewal, a major hire, or whether to keep operating. Under the LLC statute, deadlock plus threatened irreparable injury is a recognized ground for a court to act.
• Diverted or Missing Company Money: A partner or manager moving funds into personal accounts, commingling, or being unable to account for distributions. These facts support claims for an accounting and breach of fiduciary duty, and they can support emergency relief to freeze assets while the case proceeds.
• Minority Owner Freeze-Outs: A majority holder cutting a minority shareholder or member out of information, distributions, and decisions while keeping the company running. The statutory buyout election at fair value often becomes the center of these disputes.
• Family Business Breakups: Siblings who inherited a company together, parents and children with different plans, or spouses and in-laws who share ownership. These cases need discretion, since the relationships outlast the lawsuit.
• Abandoned or Dormant Companies: A corporation whose business has effectively stopped but which never wound up, paid out, or filed to dissolve, leaving a shareholder with a stake that is neither managed nor liquidated.
• Breach of Operating or Shareholder Agreements: Violations of buyout clauses, transfer restrictions, capital call terms, or management provisions that make continued co-ownership unworkable.
• Jointly Owned Real Estate Inside the Company: Property held through an entity or alongside it, where the dissolution question and the property question have to be solved together. Partition and quiet title actions are sometimes the companion cases.

What to Do Now If a Partner Dispute Is Heading Toward Dissolution

Start with paper. Pull the articles of organization or incorporation, the operating or shareholder agreement and every amendment, the last several years of tax returns, bank statements, and any financial reports you have been given. Your agreement may already contain a buyout formula, a mandatory mediation step, an arbitration clause, or a deadlock sale mechanism, and any of those can change what you should do first and what a court will let you do later.

Next, protect what you can see without crossing lines. Keep copies of records you are lawfully entitled to as an owner, preserve emails and texts, and stop communicating about the dispute in writing with the other owners in ways you would not want read aloud in court. Do not move company funds, change signatories, or lock anyone out of the premises or accounts without advice. Self-help of that kind is a common way a person with a good case hands the other side a counterclaim.

Watch the clock. Florida deadlines depend on the claim. A claim founded on a written instrument generally has a five-year period, a claim on an oral or implied contract has four years, a fraud claim runs four years from discovery with a 12-year outer cap, and a specific performance action has only one year. A professional malpractice claim has two years from when it was or should have been discovered. Because a dissolution dispute often bundles several of these theories together, the earliest deadline controls your planning, not the latest.

On venue, Boynton Beach is in Palm Beach County, so these cases are heard by the Fifteenth Judicial Circuit, whose circuit civil division sits at the main courthouse in West Palm Beach, with the South County Courthouse in Delray Beach also part of the county system. Disputes over $50,000 belong in circuit court. If the other owners or the company’s operations are in Broward County, the Seventeenth Judicial Circuit in Fort Lauderdale may be the proper forum, and that circuit has a complex business division that handles dissolution of certain business entities and large commercial cases. Federal court in the Southern District of Florida, with a courthouse in West Palm Beach, can come into play when citizenship or federal claims are involved. Choosing the right court, and the right moment to ask for an injunction or custodian, is a decision to make before filing, not after.

Frequently Asked Questions About Corporate and LLC Dissolution

What is the difference between voluntary and judicial dissolution?

Voluntary dissolution is a decision by the owners, following the company’s governing documents, to wind the business up. Judicial dissolution is ordered by a court at the request of an owner (or, in some cases, a state agency) when specific statutory grounds exist, such as deadlock, misappropriation of assets, or illegal or fraudulent conduct by those in control.

Can I ask a Florida court to dissolve an LLC I co-own?

Yes, if you are a member or manager and one of the statutory grounds applies. These include unlawful conduct of the company’s affairs, it not being reasonably practicable to carry on the business under the operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets causing injury, or a deadlock that cannot be broken and threatens irreparable injury to the company.

Can a shareholder force a corporation to dissolve?

A shareholder can petition the circuit court for dissolution or another statutory remedy on recognized grounds, including where the corporation has abandoned its business and has not liquidated and dissolved within a reasonable time. Whether a court actually orders dissolution depends on proof and on the remedies the statute makes available as alternatives.

If I file for dissolution, can the other owners buy me out instead?

Often, yes. In a corporate case, the corporation can elect to purchase the petitioner’s shares at fair value, and if it does not, other shareholders can. If the parties agree on fair value and terms within 60 days after the first election, the court orders the purchase on those terms. The election is irrevocable unless the court finds it equitable to set it aside or modify it.

Can a court appoint someone to run the company while the case is pending?

It can. In LLC cases, a court that finds sufficient merit may appoint a receiver or custodian after holding a hearing on notice to the parties. In corporate cases, the court may appoint a receiver or custodian, issue injunctions, preserve assets, and carry on the business until a full hearing.

My operating agreement has a buy-sell or deadlock provision. Does it control?

It can. A deadlock sale provision in an LLC operating agreement that is initiated before the court finds deadlock grounds generally applies in place of a dissolution order, as long as it is then carried out. In the corporate setting, filing for dissolution on certain grounds or electing to purchase does not take away a shareholder’s right to start a compliant deadlock sale provision.

What if my partner is taking company money while I wait for the case?

You may have claims for an accounting, breach of fiduciary duty, conversion, and recovery of funds. In urgent situations a court can issue injunctive relief to stop assets from being moved or spent, and misappropriation or waste is itself a statutory ground for LLC dissolution.

How long do I have to bring a claim tied to a partnership or ownership dispute?

It depends on the claim. Written contract claims generally have five years, oral or implied contract claims four years, fraud claims four years from discovery with a 12-year cap, and specific performance claims one year. Because a single dispute may include several of these, the shortest period should drive when you act.

Is dissolution the same as a buyout?

No. Dissolution ends the entity through winding up, paying creditors, and distributing what remains. A buyout leaves the company in existence and moves one owner’s interest to the others, with fair value as the central fight. Many dissolution cases settle as buyouts, and a lawyer should help you decide which result you are actually seeking before filing.

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

Many disputes settle through negotiation or mediation, and some agreements require arbitration. The firm has experience in both alternative dispute resolution and courtroom litigation, and recommends the path most likely to reach your goals in a cost-effective way.

I live outside Florida but own part of a company here. Can you handle this?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with South Florida business or real estate interests, handles the local court appearances, and keeps those clients informed at each stage.

Can another attorney refer my matter to your firm?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out of state counsel and Florida lawyers who do not handle business litigation. The firm communicates with referring counsel throughout and respects the referring attorney’s relationship with the client.

Corporate Dissolution Representation Across Palm Beach and Broward Counties

For Boynton Beach owners, the firm’s work starts right here and extends across the surrounding communities of Palm Beach County: Boca Raton, Delray Beach, Lantana, Lake Worth Beach, Greenacres, West Palm Beach, Royal Palm Beach, Wellington, Palm Beach Gardens, Jupiter, Riviera Beach, and Belle Glade. Business owners in these communities often have partners, property, or customers spread across several of them, and the team works with all of it.

The firm also serves clients in Broward County, including Fort Lauderdale, Pompano Beach, Deerfield Beach, Coral Springs, Parkland, Plantation, Hollywood, and Davie, along with clients from New York, New Jersey, and Connecticut whose co-owners or companies are in South Florida. Whether the dispute is a two-owner standoff in a small operating company or a family business with several shareholders, the same questions apply: what do the documents say, what has been done with the money, and what outcome do you actually want?

Speak With a Boynton Beach Corporate Dissolution Lawyer Before You File Anything

The decisions made in the first weeks of an ownership breakdown, such as whether to file, what to ask the court for, and whether to invoke a buyout clause, tend to shape the whole result. A conversation with a Boynton Beach corporate dissolution lawyer at the Andrew M. Schwartz Legal Team can help you read your agreements, understand the realistic options under Florida law, and decide whether the goal is a fair exit, a buyout, or a court-ordered dissolution.

Call the Andrew M. Schwartz Legal Team to schedule a consultation. The attorneys answer the phone, and if they are in court you will hear back within 24 hours.