Florida Business Divorce Attorney

When two owners who once agreed on everything can no longer agree on anything, the company usually stops moving: bank accounts go unsigned, decisions sit untouched, and someone starts quietly protecting their own position. The Andrew M. Schwartz Legal Team represents partners, LLC members, shareholders, and minority owners in disputes over how a company is divided, bought out, or wound down, serving clients across Palm Beach County, Broward County, and the rest of South Florida. If you are searching for a Florida business divorce attorney, you are probably already past the point of hoping the problem will fix itself.

A business divorce has more moving parts than a marital one. There is no single statute that says “here is how co-owners separate.” Instead, the outcome depends on a stack of sources: your operating agreement or shareholder agreement, Florida’s LLC and corporation statutes, the court’s equitable powers, and the financial record of what each owner actually did. The strongest position usually belongs to the owner who understood that stack early.

How a Florida Business Divorce Usually Unfolds

Most of these disputes do not begin with a lawsuit. They begin with a pattern: one owner stops sharing financials, a manager starts paying himself more than the agreement allows, or two 50-percent owners deadlock on a decision neither will concede. By the time a lawyer is called, there is often a paper trail that matters a great deal, and some of it may still be easy to lose.

The first conversation is usually about what the governing documents say. Many operating agreements and shareholder agreements contain buyout formulas, deadlock procedures, or expulsion provisions, and those clauses frequently decide which path is available. Some agreements include a deadlock sale mechanism. Under Florida’s LLC statute, if one of those provisions has been triggered before a court finds that a deadlock exists, the contractual process takes the place of a judicial dissolution order or a court-ordered buyout, as long as it is actually carried through. That is a good example of why reading the agreement comes before filing anything.

If negotiation is realistic, the usual result is a buyout, a sale of the whole business, or a structured wind-down. Our attorneys are experienced in mediation and arbitration as well as in the courtroom, and many of these matters settle once each side sees an honest valuation and a clear picture of the litigation risk. When negotiation fails, or when one owner is moving assets, the case goes to the circuit court, where the options expand: dissolution, a receiver or custodian, a forced purchase of the petitioner’s interest, and injunctive relief.

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

The Andrew M. The firm serves clients in Boca Raton, West Palm Beach, Fort Lauderdale, and throughout Palm Beach County and Broward County, along with clients from New York, New Jersey, and Connecticut whose business partners or co-owners are here in South Florida.

Founder Andrew M. His career has centered on complex contract disputes, business divorces, and conflicts between 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. 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.

Business divorces tend to be won on the details of the agreement and the history of the parties’ dealings, so the firm works as a true legal team: everyone on a matter knows the file, and clients are not waiting for one person to resurface. There is a strict 24 hour return call policy when we are in court or otherwise unavailable. Out of state clients can rely on us to handle the local court appearances so they do not have to travel for each hearing.

As proof that the firm tries cases and not only negotiates them, our client received a 32-page final judgment from the Broward County Circuit Court following a five-day bench trial, awarding specific performance of a commercial real estate contract. That is a different kind of case from a partnership split, but it reflects the same preparation: building a record, presenting it to a judge, and winning an order that actually changes what the other side must do.

Andrew’s own view is that clients often think they want a hyper-aggressive lawyer when what they really want is one who acts as the situation requires and uses finesse when finesse will do, at a cost that makes common sense. That approach matters in a business divorce, where the opposing owner may be someone you still need to deal with after the case ends.

Situations That Lead to a Business Divorce

• Deadlocked Management: Two equal owners, or a board split down the middle, cannot approve budgets, hire, sign contracts, or sell. Florida’s LLC statute allows a court to dissolve a company where managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring.
• Buyouts and Valuation Disputes: One owner wants out, or wants the other out, and the real fight is over price. Disputes center on which valuation method applies, whether discounts are appropriate, and what the agreement says about fair value. In corporate cases, Florida’s statute lets the company or other shareholders elect to buy out a petitioning shareholder at fair value.
• Breach of Operating or Shareholder Agreements: Owners who ignore consent requirements, transfer restrictions, non-compete terms, or distribution provisions create claims that are often decided on the precise wording of the document.
• Breach of Fiduciary Duty: A manager or controlling owner self-deals, diverts opportunities, or favors insiders at the expense of minority owners. These claims often come with requests for an accounting.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, disputed capital contributions, and partners who cannot explain where company money went. Misappropriation or waste of company assets is itself a recognized ground for judicial dissolution of an LLC when it causes injury.
• Minority Owner Freeze-Outs: A majority owner cuts off information, removes a minority owner from management, stops distributions, or dilutes the minority stake. These cases raise both contract and fiduciary issues.
• Family Business Splits: Siblings who inherited a company together, parents and children with different visions, or spouses and in-laws who share ownership. These disputes carry personal weight and need discretion alongside financial protection.
• Co-Owned Real Estate Between Former Partners: When the business ends but the property remains, the owners may need a partition action or a title resolution to finish the separation.

What to Do Before the Dispute Becomes a Lawsuit

Start by getting the documents in one place: the articles or certificate, the operating agreement or shareholder agreement and every amendment, buy-sell agreements, capital contribution records, tax returns, bank statements, and any emails or texts in which the other owner discussed money, authority, or plans for the company. If you have legitimate access to company books, preserve copies now. Access can disappear quickly once a dispute becomes open. Do not take anything you are not entitled to see, and do not delete anything; both can hurt you later.

Next, stay current on your own obligations. Keep making required contributions, filing required reports, and honoring the agreement’s terms, even if the other side is not. An owner who breaches first often hands the other side an argument.

Pay attention to deadlines, because they vary by claim. Florida gives five years to sue on a written contract and four years for oral or implied contracts. Fraud claims run four years from discovery, subject to an outer cap of twelve years. A claim for specific performance has a one-year period. Professional malpractice claims, including against an accountant or attorney who advised the company, carry a two-year period measured from when the problem was or should have been discovered. Because a single dispute can involve several kinds of claims, the clock for each one needs to be checked separately and early.

If you believe assets are being moved or spent, say so right away. A court in a dissolution proceeding can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets while the case is pending. For an LLC, the court must hold a hearing after notice before appointing a receiver or custodian. Waiting weeks to raise a problem you saw on day one can weaken a request for emergency relief.

Where the case is filed matters. Business divorce actions in Palm Beach County are heard in the Fifteenth Judicial Circuit, which sits in West Palm Beach, and in Broward County in the Seventeenth Judicial Circuit, which sits in Fort Lauderdale. The Seventeenth Circuit also operates a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and cases can be filed directly into it under a specific administrative order. Federal court becomes relevant when the parties are from different states or a federal claim is involved; the Southern District of Florida holds court in Fort Lauderdale and West Palm Beach. Which forum fits your dispute is one of the first strategic questions we address.

Court-Ordered Remedies: Dissolution, Buyouts, and Receivers

When owners cannot reach their own deal, Florida courts have a defined set of tools, and they differ for LLCs and corporations.

For an LLC, a member or manager can ask the circuit court to dissolve the company on several grounds: that activities are conducted unlawfully; that it is not reasonably practicable to carry on the business in line with the articles and operating agreement; that controlling managers or members have acted or are expected to act illegally or fraudulently; that assets are being misappropriated or wasted, causing injury; or that the owners are deadlocked and irreparable injury is threatened or being suffered. On a showing of sufficient merit, the court may appoint a receiver or custodian, or order a purchase of the petitioning member’s interest instead of dissolving the company outright.

For a corporation, a shareholder can seek judicial dissolution or another remedy under the corporation statute, including where the corporation has abandoned its business and failed within a reasonable time to liquidate and dissolve. Dissolution is not always the end of the road. Within 30 days after a shareholder files such a proceeding on certain grounds, the corporation must notify the other shareholders that they may avoid dissolution by electing to buy the petitioner’s shares at fair value. If the parties agree on 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, so a buyout election should not be made casually. Filing for dissolution also does not take away a shareholder’s right to use an available deadlock sale provision in a compliant shareholder agreement.

The practical point is that the threat of dissolution often drives a negotiated buyout, because neither side may want a court-supervised liquidation. Knowing which remedies are realistically available on your facts is what gives you leverage at the mediation table.

When the Business Owns Property: Partition and Title

Many South Florida companies hold real estate, and many co-owners hold property outside any entity. When owners cannot agree on what to do with it, Florida’s partition statutes allow a court to divide the property or, if division is not practical, order a sale and split the proceeds. These actions are heard in chancery. The complaint must describe the land, identify the owners and where they reside, and state each owner’s share. If the court orders partition, it appoints three commissioners, chosen by the court unless the parties agree. If the commissioners report that division would prejudice the owners, the court can order a public sale to the highest bidder, with proceeds distributed in proportion to ownership. A sale on credit requires good cause and a substantial down payment.

Where the property came through a family, Florida’s Uniform Partition of Heirs Property Act can change the process considerably, including how a sale is approached and whether partition in kind is considered first. Whether it applies depends on how title is held and how the co-owners are related, which is worth confirming before any filing.

Title can also be the dispute. A quiet title action asks the court to determine ownership and remove a cloud on title, and a plaintiff generally must trace title back at least seven years unless the court orders otherwise. These cases often arise when a business relationship ended without clean paperwork.

Common Questions About Business Divorce in Florida

What exactly is a business divorce?

It is the separation of co-owners of a company, whether they are partners, LLC members, or shareholders. It can end in a negotiated buyout, a sale of the business, a structured wind-down, or a court-ordered dissolution when the owners cannot agree.

Can I force a partner out of my Florida LLC?

It depends on your operating agreement and the partner’s conduct. Many agreements include buyout, expulsion, or dissociation provisions. Florida law also gives courts remedies where a member has engaged in serious misconduct or the company can no longer function. We review the agreement first and then explain which options are realistic.

My partner is taking money from the company. What can I do?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. If assets are at risk of being moved or spent, a court can issue injunctive relief and, in a dissolution case, appoint a receiver or custodian to preserve them.

How long do I have to file a claim against a business partner?

It depends on the claim. Written contract claims have a five-year period, oral or implied contract claims four years, and fraud claims four years from discovery with a twelve-year outer limit. Because one dispute often involves several claims, each deadline should be checked individually and early.

Do all business divorces end up in court?

No. Many resolve through negotiation, mediation, or arbitration. Which route makes sense often turns on whether your agreement requires arbitration or mediation and whether the other side is hiding or moving assets.

Will the business keep operating while the dispute is pending?

Usually yes, unless the court orders otherwise. In a corporate dissolution proceeding, a court can carry on the business until a full hearing, and in a dissolution case a receiver or custodian may be appointed to manage or preserve assets. Where the relationship can be saved, we work to resolve the dispute in a way that keeps operations running.

What if my operating agreement has a deadlock sale provision?

If one of those provisions is initiated before a court determines that deadlock grounds exist, Florida’s LLC statute lets the contractual mechanism apply in place of a judicial dissolution order or court-ordered purchase, provided it is then actually carried out. How the provision is triggered and carried out can decide the whole case, so the timing of your first move matters.

Can a minority owner force a buyout in Florida?

Sometimes the path runs the other way: in a corporate dissolution case, the company or the other shareholders can elect to buy out the petitioning shareholder at fair value, which can end the case. For LLCs, the court can order a purchase of the petitioning member’s interest instead of dissolving. Whether a buyout is available to you, and at what price, depends on the agreement and the facts.

I live in New York or New Jersey but own a stake in a Florida company. Can you handle it?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida. We handle the Florida court appearances, keep you informed at each stage, and schedule conference calls at times that work for you.

How does a family business dispute differ from an ordinary partnership dispute?

The legal claims are the same, but the dynamics are not. Siblings, parents and children, and in-laws are weighing relationships alongside money. We handle these with discretion and look for resolutions, such as structured buyouts, that protect the financial interest without needlessly escalating the conflict.

Do you work with other attorneys on these cases?

Yes. A significant part of our practice comes from referrals by other lawyers, including out of state attorneys whose clients have disputes in Florida and Florida attorneys who do not handle business litigation. We keep referring counsel informed and respect their relationship with the client.

Is it worth hiring a litigator before anything has been filed?

Often it is the best time. An early review of the agreement, the financial records, and the available remedies can shape negotiations, preserve evidence, and sometimes keep a disagreement from becoming a lawsuit at all. Our outside general counsel program also gives businesses regular access to legal advice before problems develop.

Business Divorce Representation Across Palm Beach and Broward Counties

We handle business divorce matters for owners throughout Palm Beach County, from Boca Raton, Delray Beach, and Boynton Beach to Lake Worth, West Palm Beach, Palm Beach Gardens, Jupiter, Wellington, and Royal Palm Beach, as well as communities such as Highland Beach, Lantana, Greenacres, and Belle Glade. In Broward County, we serve clients in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, Sunrise, Davie, Hollywood, and Pembroke Pines, along with surrounding communities throughout South Florida.

Many of our clients live elsewhere. Owners in New York, New Jersey, and Connecticut who hold a stake in a South Florida company, or whose partner is here, can work with us without traveling for every proceeding. Whether the dispute involves an operating company, an investment property, or a family business, the case is built around the same questions: what the agreement says, what the money shows, and which court and remedy fit.

Talk to a Florida Business Divorce Lawyer Before the Dispute Hardens

If you are in a standoff with a co-owner, the options available to you are widest at the beginning. A Florida business divorce lawyer at the Andrew M. Schwartz Legal Team can review your agreement, assess what the other side has been doing, and tell you plainly whether the best route is a negotiated exit, a buyout fight, or a court filing with emergency relief. We look for the resolution that serves your goals and budget rather than drawing a case out for its own sake. Call us to schedule a consultation and talk through where your company and your investment stand.