Florida Corporate Dissolution Attorney

Dissolving a Florida company is rarely a matter of filing a form and walking away; when co-owners disagree, it becomes a court proceeding that decides who keeps the business, who gets bought out, and who gets nothing. The Andrew M. Schwartz Legal Team handles contested dissolutions, partnership and member disputes, and business divorces for owners, investors, and families across Palm Beach County and Broward County, including Boca Raton, West Palm Beach, and Fort Lauderdale. If you are searching for a Florida corporate dissolution attorney, the first thing to know is that the outcome you want may not be dissolution at all.

Florida gives a minority owner more than one door. Depending on whether the company is a corporation or an LLC, a court may dissolve it, appoint a receiver or custodian, or force a buyout of the petitioning owner at fair value. The remedy that fits depends on what is going wrong inside the company, what the governing documents say, and whether you want out with your money or want the business to survive without the person causing the problem.

Judicial Dissolution of Florida Corporations and LLCs: Two Statutes, Different Triggers

Corporations and LLCs are governed by different chapters of the Florida Statutes, and the grounds for asking a circuit court to step in are not identical. For a corporation, a shareholder can petition the court to dissolve it or order another remedy, including where the company has abandoned its business and failed within a reasonable time to wind up, distribute its assets, and dissolve. A corporation can also ask the court to keep a voluntary dissolution going under court supervision.

For an LLC, a manager or member may seek dissolution on several grounds. These include conduct of the company’s affairs unlawfully, a situation where it is not reasonably practicable to carry on the business consistent with the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of company assets that injures the company, and a management deadlock that cannot be broken while irreparable injury to the company is threatened or occurring. The Florida Department of Legal Affairs can also bring a dissolution proceeding when an LLC obtained its articles through fraud or keeps exceeding or abusing the authority the law gives it.

These grounds matter because a petition must fit one of them. A disagreement over strategy, or simple dislike between owners, is not enough by itself. The pleading has to connect the facts to the statutory ground, and that is where careful drafting by a Florida corporate dissolution lawyer makes a difference in whether a case survives early motions.

Why Choose the Andrew M. Schwartz Legal Team for a Contested Dissolution

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s difficult business and real estate disputes, serving clients throughout Palm Beach County, Broward County, and the surrounding region. Firm founder Andrew M. Schwartz has spent 37 years in litigation and was admitted to The Florida Bar in 1989, 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.

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. The firm practices as a true legal team, so everyone working on a matter knows the file, and it keeps a strict 24 hour return call policy when attorneys are in court. Clients also get attorneys who are experienced in mediation and arbitration as well as courtroom litigation, which matters in dissolution cases because many of them end in a negotiated separation rather than a judgment.

Trial experience counts when a dissolution turns contested. After a 5-day bench trial, a Broward County circuit judge issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That kind of outcome comes from preparing the record patiently, and the same discipline applies when the question is whether an owner’s conduct justifies dissolving a company or forcing a buyout.

Situations That Lead to a Dissolution Case

• Deadlocked Ownership: Two 50 percent owners, or a board split evenly, cannot approve a budget, hire or fire, or sign a lease. For an LLC, deadlock supports dissolution only if the deadlock cannot be broken and irreparable injury to the company is threatened or occurring.
• Missing or Diverted Company Money: Distributions stop, accounts are commingled, or a manager cannot explain where funds went. Misappropriation or waste that injures an LLC is a recognized ground, and it often pairs with claims for an accounting and breach of fiduciary duty.
• Majority Squeeze-Outs: A controlling owner cuts a minority owner out of decisions, information, or distributions. Courts can order remedies short of dissolution, including a purchase of the minority interest.
• Illegal or Fraudulent Control: Those running the company have acted, are acting, or are reasonably expected to act illegally or fraudulently. This supports an LLC dissolution petition by a member or manager.
• Abandoned Businesses: A corporation has stopped operating but never liquidated or distributed assets. A shareholder can ask the court to force the wind-up.
• Family Business Breakdowns: Siblings who inherited a company, or parents and children with different visions for it, reach a point where the family relationship and the business cannot coexist and ownership has to be untangled.
• Breached Operating or Shareholder Agreements: An owner violates buyout, transfer, or management terms, or the agreement contains a deadlock sale clause that changes which remedy applies.
• Companies Holding Real Estate: When the entity’s main asset is property, dissolution often runs alongside a partition action or title dispute among the same owners.

What to Do Right Now If Your Business Is Coming Apart

Start with the documents. Pull the articles of incorporation or organization, the operating agreement or shareholder agreement, any buy-sell terms, and amendments. Many Florida operating agreements already contain buyout, expulsion, or deadlock-sale provisions, and a deadlock sale clause that is initiated before a court finds deadlock grounds can displace a judicial dissolution order or a court-ordered purchase of your interest. For corporations, a shareholder agreement with a compliant deadlock sale provision remains available even after a dissolution action is filed on certain grounds. You need to know what you signed before you decide what to file.

Next, preserve the financial record. Gather tax returns, bank statements, ledgers, distribution records, loan documents, and correspondence about money. If you suspect assets are being moved or spent, say so early. In a corporate dissolution proceeding, a court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets while the case is pending; for an LLC, the court may appoint a receiver or custodian after a hearing with notice to the parties. Waiting weeks while funds disappear makes that relief harder to justify and recover.

Mind the clocks. A claim for breach of a written operating or shareholder agreement generally must be brought within five years under Florida’s limitations statute, while claims not founded on a written instrument carry four years, and fraud claims run four years from discovery with an outer cap of 12 years. A claim for specific performance has just one year. Do not sit on a dispute assuming the time will wait.

Then choose the forum. Business and real estate disputes at this level are filed in circuit court. For Palm Beach County, that is the Circuit Court of the Fifteenth Judicial Circuit, with its main courthouse in West Palm Beach. For Broward County, it is the Seventeenth Judicial Circuit, which operates a complex business division that handles, among other things, dissolution of certain business entities. Federal court in the Southern District of Florida sits in Fort Lauderdale and West Palm Beach and becomes relevant when the parties or claims create federal jurisdiction. Where a company has owners in New York, New Jersey, or Connecticut, the firm handles the local Florida filings and appearances so those owners do not have to travel to every hearing.

Finally, avoid the common mistakes: locking yourself out of company systems or draining accounts in retaliation, signing a “standstill” or buyout term sheet without review, and assuming a handshake understanding will override the written agreement. Each one can hand the other side a claim, or weaken your own.

Buyouts, Receivers, and Other Outcomes Short of Shutting the Doors

Dissolution is the nuclear option, and Florida’s statutes build in off-ramps. In a corporate proceeding brought by a shareholder on the specified grounds, the corporation can elect, or if it does not, one or more shareholders can elect, to buy all of the petitioner’s shares at fair value. That election is generally irrevocable unless the court finds it equitable to set aside or modify it. 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 corporation must also notify the other shareholders, within 30 days after the proceeding begins, that they can avoid dissolution by electing to purchase.

For LLCs, the court can order a purchase of a petitioning member’s interest or appoint a receiver or custodian once a showing of sufficient merit is made. Valuation is often the real fight: fair value depends on the company’s earnings, assets, liabilities, and whether discounts apply, and each side will bring its own financial expert. Where the entity owns real property, a structured wind-down or a court-supervised sale may produce a better result than an immediate fire sale.

When the relationship can be saved, the firm works to resolve the dispute so the business keeps operating. When it cannot, the goal is a separation on fair terms, whether through a negotiated buyout, a structured wind-down, or litigation. Clients often arrive thinking they want the most aggressive posture available; what they usually need is a lawyer who acts as the situation requires and keeps legal fees in proportion to what is at stake.

Questions Owners Ask About Corporate and LLC Dissolution in Florida

What is the difference between voluntary and judicial dissolution?

Voluntary dissolution is initiated by the company itself, usually by the owners or managers agreeing to wind down. Judicial dissolution is ordered by a circuit court at the request of an owner or, in some cases, the state, when statutory grounds exist. Contested cases are almost always the judicial kind.

Can a minority shareholder force a Florida corporation to dissolve?

A shareholder can petition the circuit court for dissolution or another remedy on the statutory grounds, including that the corporation has abandoned its business and failed within a reasonable time to liquidate and dissolve. Whether a minority owner qualifies depends on the facts and the documents, and the corporation or other shareholders may respond by electing to buy the petitioner’s shares at fair value.

What does an LLC member have to prove to get a court to dissolve the company?

One of the statutory grounds: unlawful conduct of the company’s affairs, impracticability of carrying on under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets causing injury, or an unbreakable deadlock with threatened or actual irreparable injury. The petition must be built around the specific ground.

Will a court always dissolve the company if I win?

No. The court can order other remedies, including a buyout of the petitioner’s interest at fair value, appointment of a receiver or custodian, or injunctive relief. Dissolution is one option among several, and it is often the least efficient result for everyone.

What is a deadlock sale provision, and how does it affect a dissolution case?

It is a clause in an operating or shareholder agreement setting out a mechanism for one owner to buy out another, or for the company to be sold, when owners are deadlocked. If it is initiated before the court finds deadlock grounds in an LLC case, it can apply in place of a judicial dissolution order or a court-ordered purchase, so long as it is then carried through.

Can a receiver take over my company during the lawsuit?

In an LLC dissolution proceeding, the court may appoint a receiver or custodian after a showing of sufficient merit, and it must first hold a hearing with notice to the parties and an interested person it designates. In a corporate proceeding, the court may also appoint a receiver or custodian and carry on the business until a full hearing. It is not automatic; it requires a showing.

My partner is taking money out of the business. Do I have to wait for dissolution to act?

No. You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of funds, and in urgent situations a court can order injunctive relief to stop assets from being moved or spent while the dispute is pending. Misappropriation can also itself support an LLC dissolution petition.

How long does a contested dissolution take in Palm Beach or Broward County?

There is no fixed timeline. A case that settles through a buyout after early mediation can resolve in months, while one that goes through valuation experts, discovery, and a bench trial takes considerably longer. Broward’s complex business division and Palm Beach’s case management tracks both affect scheduling, so ask for an estimate based on your specific facts.

Does filing for dissolution waive my right to use a buy-sell or deadlock clause?

For corporations, filing a judicial dissolution action on certain grounds, or an election to purchase, does not by itself cut off a shareholder’s right to initiate an available deadlock sale provision under a compliant shareholder agreement. Sequencing still matters, so review the agreement before filing anything.

Is it worth hiring a lawyer if the company is small?

Often yes, because small companies are where informal arrangements, thin records, and personal relationships make disputes messy. A lawyer can review your agreements, identify whether a buyout or negotiated wind-down is realistic, and tell you early if litigation costs would outrun the value at stake.

I live in New York or New Jersey but own part of a South Florida company. Can I still bring or defend a dissolution action?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, handles the local court proceedings, and keeps out-of-state clients informed at every stage.

Serving Business Owners Across Palm Beach and Broward Counties

The firm represents owners in corporate and LLC dissolution matters 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. Disputes filed in the Fifteenth Judicial Circuit draw clients from all of these communities, as well as from those in the western part of the county such as Belle Glade.

The firm’s work extends south into Broward County, where the Seventeenth Judicial Circuit sits, serving owners in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, Sunrise, Hollywood, and Davie. Across both counties, the firm also represents clients from New York, New Jersey, and Connecticut whose partners, co-members, or co-owners are located in South Florida, and it accepts referrals from other attorneys whose clients have disputes in Florida.

Talk to a Florida Corporate Dissolution Lawyer Before Your Options Narrow

If your business is deadlocked, a partner is draining funds, or you need to separate from co-owners on workable terms, speak with a Florida corporate dissolution lawyer at the Andrew M. Schwartz Legal Team. Call to schedule a consultation, bring your governing documents and financial records, and get a clear read on whether your best outcome is a buyout, a negotiated wind-down, or a court-ordered dissolution.