Delray Beach Corporate Dissolution Attorney

Most owners who start looking into dissolution are trying to reach one of three outcomes: get bought out at a fair price, force the sale or wind-down of a company that has stopped functioning, or stop a co-owner from draining it while the fight plays out. The Andrew M. Schwartz Legal Team handles business litigation and real estate disputes for owners, investors, and families in Delray Beach and across Palm Beach County and Broward County, and a Delray Beach corporate dissolution attorney from our team can tell you early which of those outcomes the law and your documents actually support.

Dissolution is rarely a single event. It is a set of related remedies that Florida courts can order, and the right one depends on whether your company is a corporation or an LLC, what your shareholder or operating agreement says, and what your co-owners have been doing. A dissolution petition can end in a buyout, a court-supervised liquidation, a receiver stepping in, or a negotiated exit that never reaches a final hearing. Knowing which path you are really on is the first thing we work out with a new client.

Florida treats corporations and LLCs under separate statutory schemes, and the differences matter. A shareholder in a corporation faces one set of grounds and one buyout mechanism; a member of an LLC faces another. Owners who assume the two work alike often lose weeks pursuing the wrong theory.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Delray Beach, Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach County and Broward County. Schwartz, has spent 37 years in litigation, with a career built around contract disputes, business divorces, and conflicts among 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.

Andrew 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. That matters in dissolution work, where a dispute that starts as a state court petition can raise federal questions or involve out-of-state owners. The firm practices as a true legal team, so everyone working on your matter knows the file, and we keep a strict 24 hour return call policy when we are in court or otherwise unable to answer right away.

Recent results reflect the kind of work these cases demand. After a 5-day bench trial, a Broward County Circuit Court judge issued a 32-page final judgment awarding one of our clients specific performance of a commercial real estate contract. Dissolution fights often turn on the same skills: building a documentary record, trying a case to a judge without a jury, and holding up under a detailed written ruling. We are also experienced in mediation and arbitration, and we look for the resolution that fits a client’s goals and budget rather than stretching a case out for its own sake.

Situations That Lead Delray Beach Owners to Seek Dissolution

• Deadlocked Management: Two 50-50 owners, or an even split of managers, cannot agree on a budget, a sale, or a key hire, and the business stalls. Florida’s LLC statute lists deadlock as a ground for judicial dissolution when it cannot be broken and irreparable injury to the company is threatened or occurring.
• Misappropriated or Wasted Assets: One owner is diverting revenue, paying personal expenses from company accounts, or letting assets deteriorate. For an LLC, misappropriation or waste that causes injury is its own statutory ground, and it often pairs with claims for an accounting and breach of fiduciary duty.
• Controlling Owners Acting Illegally or Fraudulently: When the people in charge have acted, are acting, or are reasonably expected to act illegally or fraudulently, a manager or member can ask the court to dissolve the LLC.
• Company That Cannot Operate as Agreed: If it is no longer reasonably practicable to run the business in line with the articles and the operating agreement, that is a recognized ground, and it fits companies whose original purpose or ownership structure has collapsed.
• Abandoned Corporations: A shareholder can ask a circuit court to dissolve a corporation that has abandoned its business and has not, within a reasonable time, liquidated, distributed assets, and dissolved.
• Family Business Breakups: Siblings who inherited a company, or parents and children with different visions, often reach a point where staying together is no longer workable. These cases call for discretion alongside firm protection of financial interests.
• Minority Owner Freeze-Outs: A minority shareholder or member shut out of decisions, distributions, or information may use dissolution as leverage toward a fair buyout, which is frequently the real goal.
• Real Estate Held in the Entity: When the company’s main asset is property, dissolution intersects with sale, partition, and title questions, which our real estate litigation practice handles alongside the entity dispute.

What to Do Now If You Are Considering Dissolution

Start by pulling the documents that govern your company: the articles, the operating agreement or shareholder agreement, any buy-sell terms, and amendments. Look specifically for a deadlock sale provision. Under Florida’s LLC statute, a deadlock sale provision that is initiated before the court finds that deadlock grounds exist can take the place of a judicial dissolution order or a court-directed purchase of the petitioner’s interest. For corporations, filing for judicial dissolution on certain grounds does not cut off a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement. Which mechanism you invoke first can change the entire shape of the case, so do not file or send demand letters until someone has read the agreement closely.

Next, gather the financial record: bank statements, tax returns, capital contribution records, distribution history, and any communications in which an owner discusses taking money, changing the business, or excluding you. If money is moving, speed matters. A court handling a dissolution proceeding can issue injunctions, appoint a receiver or custodian, and take other steps to preserve assets while the case is pending, but it must hold a hearing, with notice to the parties and an interested person the court designates, before it appoints a receiver or custodian for an LLC. Be ready to show the court specific evidence of harm rather than general distrust.

Cases from Delray Beach are filed in the circuit court for the county where the company operates or is organized to litigate, which means the Fifteenth Judicial Circuit for Palm Beach County or the Seventeenth Judicial Circuit for Broward County. The Fifteenth Circuit’s South County Courthouse sits in Delray Beach, though larger civil matters are typically handled in the main Palm Beach County courthouse in West Palm Beach. The Seventeenth Circuit has a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and a case can be directed into that division by following the circuit’s filing procedure. Federal court in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale, becomes relevant when the parties are from different states and the amount in controversy qualifies.

Finally, avoid the mistakes that cost owners leverage: do not move company funds yourself, do not lock a co-owner out of accounts without legal advice, and do not sign a buyout term sheet before you know the company’s value. Communicate in writing, preserve everything, and call counsel before the other side does.

How Florida Courts Handle Dissolution, Buyouts, and Receivers

For corporations, a court can dissolve the company or order another remedy, and one of the most important tools is the statutory buyout election. When a shareholder petitions for dissolution on certain grounds, the corporation can elect, and if it does not, one or more other shareholders can elect, to purchase all of the petitioner’s shares at fair value. Within 30 days after such a proceeding begins, the corporation must notify the other shareholders that they can avoid dissolution by electing to buy. 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 is irrevocable unless the court finds it equitable to set it aside or modify it, so a hasty election can lock a buyer into a price and process.

For LLCs, the statute gives a manager or member several grounds: unlawful conduct of the company’s affairs, impracticability of carrying on under the governing documents, illegal or fraudulent conduct by those in control, misappropriation or waste of assets, and unresolved deadlock threatening irreparable injury. On a showing of sufficient merit, the court can appoint a receiver or custodian or order a purchase of the petitioning member’s interest. A court can also supervise a voluntary dissolution that the company itself wants continued under court oversight, which is sometimes the cleanest way to run a wind-down when owners trust no one to handle it alone.

Valuation is where most buyouts are won or lost. Fair value, rather than a number from a stale buy-sell formula, is often the contested question, and it depends on the business, its assets, its earnings history, and what discounts, if any, apply. We prepare valuation disputes with that in mind, coordinating the financial record early so that when settlement talks or mediation begin, our client’s position is documented.

Common Questions About Corporate Dissolution in Delray Beach

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

Voluntary dissolution is something the owners agree to and carry out themselves under the governing documents. Judicial dissolution is ordered by a circuit court on petition when the owners cannot agree or when statutory grounds exist, such as deadlock, misappropriation of assets, or abandonment of the business.

Can one owner force the dissolution of a Florida LLC?

Not simply because they want out. A manager or member must show a statutory ground, such as unresolved deadlock with irreparable injury, misappropriation or waste of assets, illegal or fraudulent conduct by those in control, or impracticability of operating under the agreement. The operating agreement may also provide exit routes that are faster than litigation.

What does a Florida court look at when a shareholder asks to dissolve a corporation?

The court looks at the statutory grounds pleaded, including abandonment of the business without a timely liquidation, along with the shareholder agreement and the evidence of how the company has actually been run. The court can also order other remedies short of dissolution.

Can the other owners avoid dissolution by buying me out?

Often, yes. In a corporate dissolution proceeding of this kind, the corporation or the remaining shareholders can elect to buy the petitioner’s shares at fair value. That election tends to turn a dissolution case into a valuation case.

How long do the parties have to agree on a buyout price?

If the parties agree on fair value and terms within 60 days after the first purchase election is filed, the court enters an order directing the purchase on those terms. If they do not agree, the court determines fair value.

Does my operating agreement override the court’s power to dissolve?

Not entirely, but it can change the path. A deadlock sale provision in an LLC operating agreement that is initiated before the court finds deadlock grounds applies in place of a judicial dissolution order, as long as it is carried through. Other provisions, like buyout formulas, can shape settlement even where they do not displace the court.

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

Yes, on a sufficient showing. For LLCs, the court must first hold a hearing after notifying the parties and an interested person it designates. For corporations, the court can appoint a receiver or custodian during the proceeding and take other steps to preserve assets.

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

You can ask the court for injunctive relief to stop assets from being moved or spent, and you may have claims for an accounting, breach of fiduciary duty, and recovery of funds. The stronger your records of the diversion, the stronger the request for emergency relief.

How long do I have to bring a claim over a partnership or shareholder agreement dispute?

A claim founded on a written instrument generally has a five-year limitations period in Florida, while a contract claim not founded on a written instrument has four years. Fraud claims run four years from discovery, subject to an outer cap of 12 years. Because dissolution disputes often bundle several claims, each deadline needs to be checked against the facts.

Which court will hear my case if the company is in Delray Beach?

Dissolution proceedings are heard in circuit court. For Palm Beach County, that is the Fifteenth Judicial Circuit; for Broward County, the Seventeenth Judicial Circuit, which has a complex business division for certain dissolution and large business cases. Where the business operates and where the parties and assets are located will guide the filing decision.

I live in New York or New Jersey. Can I pursue dissolution of a South Florida company without moving here?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, handling local court appearances and keeping you informed at each stage so you do not have to travel for every hearing.

Is dissolution always the right goal?

No. Many owners want a fair buyout or a structured separation, not the end of the company. Dissolution is frequently the lever that produces that result, and we approach each case with the outcome you actually want in mind, whether that is a negotiated exit, mediation, arbitration, or a trial.

Serving Business Owners Across Delray Beach, Palm Beach County, and Broward County

Our team represents owners in Delray Beach and the neighboring communities of Boynton Beach, Highland Beach, Gulf Stream, and Ocean Ridge, along with Boca Raton, Lantana, Lake Worth Beach, and Wellington throughout Palm Beach County. We also work with clients in West Palm Beach, Palm Beach Gardens, Jupiter, Royal Palm Beach, Greenacres, Riviera Beach, and Belle Glade. Moving south into Broward County, we serve owners in Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Fort Lauderdale, Plantation, Hollywood, and the surrounding area.

Whether the company is a restaurant group, a professional practice, a development entity, or a family-owned operating business, the dissolution questions are similar: who controls the assets, what the agreement says, and how a court is likely to see the record. We also represent clients who live elsewhere, including New York, New Jersey, and Connecticut, whose partners or co-owners are here in South Florida, as well as referrals from other attorneys whose clients have disputes in Florida.

Speak With a Delray Beach Corporate Dissolution Lawyer

If your co-owner has stopped cooperating, your company is stalled, or you suspect money is leaving the business, talk to a Delray Beach corporate dissolution lawyer before positions harden. The Andrew M. Schwartz Legal Team can review your agreements, tell you which statutory and contractual routes are open, and recommend whether negotiation, mediation, or court is the better path. Call to schedule a consultation and let us look at your documents.