Davie Corporate Dissolution Attorney

Most owners who come to us about dissolving a company want one of three results: a clean exit with fair money in hand, a way to stop a co-owner from draining or wrecking the business, or a court-supervised wind-down when the company can no longer function. The Andrew M. Schwartz Legal Team helps business owners, investors, and families reach those results, handling partnership disputes, business divorces, and judicial dissolution matters for clients in Davie, Broward County, and Palm Beach County. If you are searching for a Davie corporate dissolution attorney, the first thing to know is that dissolution is rarely a single event. It is a sequence of choices, and the first one you make usually shapes the rest.

Florida gives co-owners more than one road out. Some companies dissolve by agreement. Others end through a buyout, a sale, or a negotiated wind-down. When owners cannot agree, a circuit court can order dissolution or another remedy, and the statutes that govern that depend on whether your company is a corporation or a limited liability company. Davie sits in Broward County, so a contested dissolution is generally heard in the Seventeenth Judicial Circuit, which maintains complex business divisions that handle, among other things, the dissolution of certain business entities.

Why Choose the Andrew M. Schwartz Legal Team for a Dissolution or Business Divorce

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Davie and the rest of Broward County, along with West Palm Beach, Fort Lauderdale, Boca Raton, and Palm Beach County. We represent partners, LLC members, shareholders, and minority owners, as well as clients from New York, New Jersey, and Connecticut who own businesses or property in South Florida. We handle the local court appearances so out-of-state owners do not need to travel for every hearing.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts. That federal experience matters in South Florida, where the Southern District of Florida sits in Fort Lauderdale and West Palm Beach.

The firm practices as a true legal team, so everyone working on your file knows it and can answer when you call. We keep a strict 24-hour return call policy when we are in court or otherwise unavailable. Our attorneys are experienced in mediation and arbitration as well as the courtroom, and we look 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, after a 5-day bench trial, a Broward County circuit court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. Cases that turn on documents, testimony, and a detailed record are the kind we prepare for.

Situations That Lead Owners to Seek Dissolution

• Deadlocked LLC Management: A Florida circuit court may dissolve an LLC when members or managers are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or already happening. Operating agreements sometimes contain their own deadlock sale provisions, and one that has been properly started can take the place of a court dissolution order.
• Misappropriated or Wasted Company Assets: If a co-owner is diverting funds, running personal expenses through the company, or letting assets dissipate, that is a recognized ground for judicial dissolution of an LLC and often supports emergency relief to freeze the money in place.
• Illegal or Fraudulent Control: An LLC may be dissolved where the people in control have acted, are acting, or are reasonably expected to act illegally or fraudulently, or where the company’s affairs are conducted unlawfully.
• An Operating Agreement That No Longer Works: Dissolution is available when it is not reasonably practicable to carry on the company’s activities in line with its articles and operating agreement, a common problem in older agreements that never anticipated a falling-out.
• Abandoned Corporations: A shareholder can ask a court to dissolve a corporation that has abandoned its business and has failed within a reasonable time to liquidate, distribute its assets, and dissolve.
• Minority Shareholder Squeeze-Outs: Shareholders locked out of decisions, distributions, or information often use a judicial dissolution petition as leverage toward a fair buyout of their shares.
• Family Business Breakdowns: Siblings who inherited a company, parents and children with different visions, and spouses or in-laws who share ownership face disputes over control and compensation that can only end in a buyout, a sale, or a wind-down.
• Real Estate Held Inside the Entity: When the company’s main asset is a building or parcel, dissolution often runs alongside a sale, a partition-type fight, or a title dispute, and we handle both sides of that work.

How Dissolution Cases Usually Unfold in Broward County

Most dissolution disputes begin long before anyone files anything. A relationship sours, communication stops, and one owner starts acting on their own. The earliest stage is usually a document review: the articles, the operating or shareholder agreement, the books, and the history of how the owners have actually dealt with each other. Many of these cases turn on precise contract wording and on what the parties did in practice, which is why the review comes first.

From there, the path forks. A negotiated resolution, often through mediation, is the most common outcome, and it can take the form of a buyout, a sale of the business, or a structured wind-down. If talks fail or an owner is moving assets, the next step is a filing in circuit court. In a Florida LLC case, the court may, once a petitioner shows sufficient merit, appoint a receiver or custodian or order the company or other members to buy out the petitioner’s interest. Before appointing a receiver or custodian for an LLC, the court must hold a hearing after notifying the parties and any interested person the court designates.

Corporate cases add a buyout mechanism of their own. When a shareholder petitions for dissolution on certain grounds, the corporation, or if it does not act, one or more shareholders, may elect to purchase all of the petitioner’s shares at fair value. Within 30 days of the proceeding starting, the corporation must notify the other shareholders that they can avoid dissolution by making that election. 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. The election is irrevocable unless the court finds it equitable to set it aside or modify it, so owners should not make it casually. Valuation then becomes the real fight, and it is where experienced counsel earns its keep.

While a case is pending, the court has tools to keep the business from being destroyed. In a corporate dissolution proceeding, the court may issue injunctions, appoint a receiver or custodian, take other steps to preserve assets, and carry on the business until a full hearing. Bringing a judicial dissolution action on certain grounds does not cut off a shareholder’s right to use a compliant deadlock sale provision in a shareholder agreement, so the order in which you act can matter.

What to Do and Where to Go When Owners Cannot Agree

Start by gathering the paper. You want the articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell terms, tax returns, bank statements, and records of capital contributions and distributions. If you suspect money is missing, preserve what you can see now, because access to accounts and systems can disappear quickly once a dispute becomes open. Avoid confronting a partner by email or text in ways that create a record you will later regret, and avoid moving company funds yourself to “protect” them, since that can hand the other side a claim against you.

Next, check your agreement for the exit mechanisms it already contains: buyout formulas, expulsion or dissociation provisions, deadlock sale clauses, and any requirement to mediate or arbitrate before suing. Those provisions can control the order of events and sometimes the forum. Talk to an attorney before sending any formal notice or triggering any clause.

Timing matters on related claims too. A claim on a written agreement generally carries a five-year limitations period under Florida law, while oral or implied contract claims carry four years, and a fraud claim runs four years from discovery, capped at 12 years. A specific performance action carries a one-year period. Waiting rarely helps a dissolution case, and delay can also weaken a request for emergency relief.

If you are in Davie, contested business entity cases are filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County. The circuit’s complex business division handles dissolution of certain business entities and large business litigation, and a case may be filed directly into a complex division only under the circuit’s administrative order, with a designated form filed at the time of filing. Broward civil matters are heard at courthouses in Fort Lauderdale, Hollywood, Plantation, and Deerfield Beach. If a company or its owners are also tied to Palm Beach County, that county falls in the Fifteenth Judicial Circuit, and federal cases for both counties go to the Southern District of Florida, which holds court in Fort Lauderdale and West Palm Beach. Because most dissolution disputes involve amounts well above the county court limit, they belong in circuit court.

Money, Property, and Title Issues That Travel with a Dissolution

Dissolution rarely stays confined to the company itself. Unpaid distributions, disputed capital contributions, commingled accounts, and partners who cannot account for company money often surface as soon as the books are opened. We pursue claims for an accounting, breach of fiduciary duty, and recovery of funds, and we seek emergency injunctive relief to stop assets from being moved or spent while the case is pending.

Real estate is the other common complication. If owners hold property together outside the company, Florida partition law allows a court to divide the land or, when division would prejudice the owners, order it sold at public auction with proceeds shared in proportion to ownership. Commissioners appointed by the court make that determination, and a partition in kind is not entered unless the court is satisfied the statutory factors were considered. Heirs property, meaning co-owned land where cotenants acquired title from relatives, is governed by a separate set of protections. We also handle quiet title actions when competing ownership claims need to be cleared, and those can be filed in any county where any part of the land sits.

Davie Corporate Dissolution FAQ

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

Corporations are governed by one set of statutes and LLCs by another, with different grounds and remedies. For an LLC, a court may act on grounds such as deadlock, misappropriation of assets, or unlawful conduct by those in control. For a corporation, shareholders can petition on grounds including abandonment of the business, and the corporation or other shareholders may elect to buy out the petitioner. Which framework applies depends on how your entity was formed.

Can a minority owner force a dissolution?

A member or shareholder can file a petition, but the court will only act if a statutory ground is shown. Even then, the case often ends in a buyout rather than a shutdown, since other owners may elect to purchase the petitioner’s interest to avoid dissolution.

What does a Florida court need to see to dissolve an LLC for deadlock?

The members or managers must be deadlocked, unable to break the deadlock, and irreparable injury to the company must be threatened or occurring. Courts look at the real operating history, so records showing stalled decisions and harm to the business carry weight.

Does my operating agreement affect whether I can go to court?

Often, yes. Many agreements include buyout, expulsion, deadlock sale, mediation, or arbitration clauses. A properly started deadlock sale provision can apply in place of a judicial dissolution order, so reviewing the agreement before filing is essential.

How is fair value determined in a shareholder buyout?

If the parties cannot agree within the statutory window after an election to purchase is filed, the court decides fair value. Competing valuation experts are common, and the arguments usually center on discount assumptions, projections, and what the business assets are truly worth.

Can the court take control of the business during the case?

It can appoint a receiver or custodian, and in corporate cases it may issue injunctions and carry on the business until a full hearing. For an LLC, the court must hold a hearing, with notice to the parties, before appointing a receiver or custodian.

What if my partner is taking money from the company?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. In urgent situations, a court can order injunctive relief to stop assets from being moved or spent while the dispute is pending.

How long do I have to bring a claim tied to a dissolution dispute?

It depends on the claim. Written contract claims generally have five years, oral or implied contract claims four, and fraud four years from discovery with a 12-year cap. A specific performance action has one year. Because claims differ, and some are shorter than people expect, it is wise to have the facts reviewed early.

Does dissolution always mean the business is sold or closed?

No. Many disputes end with one side buying out the other and the company continuing. Others end in a negotiated sale or a structured wind-down. Dissolution is the leverage point, not always the outcome.

Can I handle a Florida dissolution case from New York or New Jersey?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with South Florida business interests, handle the local court appearances, and keep you informed at every stage, including through scheduled conference calls.

Will a dissolution dispute have to go to trial?

Not usually. Many are resolved through negotiation, mediation, or arbitration. We prepare each case as if it may be tried, but we pursue the route most likely to meet your goals efficiently.

Does the firm work with other lawyers on dissolution cases?

Yes. A significant part of our practice comes from referrals by other attorneys, including out-of-state lawyers whose clients have disputes in Florida, and we communicate with referring counsel throughout.

Serving Davie Dissolution and Partnership Clients Across South Florida

We begin with Davie and the surrounding Broward County communities, including Cooper City, Plantation, Sunrise, Weston, Southwest Ranches, Pembroke Pines, Hollywood, and Fort Lauderdale. From there our work extends through Coral Springs, Parkland, Coconut Creek, Pompano Beach, Deerfield Beach, and the other towns across the county, where owners of professional practices, retail companies, construction businesses, and investment entities bring us partnership and shareholder conflicts.

We also serve clients throughout Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth, and West Palm Beach, and we represent clients from New York, New Jersey, and Connecticut who hold business or real estate interests anywhere in South Florida. Whether the company is a family business, a small partnership, or a multi-member LLC holding commercial property, our team brings the same attention to the file.

Speak With a Davie Corporate Dissolution Lawyer Before the Dispute Hardens

The right move depends on your agreement, your co-owner’s conduct, and what the business is worth. The Andrew M. Schwartz Legal Team can review your documents, explain whether a buyout, a negotiated separation, or a court filing makes the most sense, and act quickly if company assets are at risk. If you need a Davie corporate dissolution lawyer who will return your call within 24 hours and keep the whole team familiar with your file, contact us to discuss your situation.