Fort Lauderdale Business Divorce Attorney

The company is still open, the bank account is still funded, and yet you and your co-owner have stopped agreeing on anything that matters. That is usually when a business divorce begins, long before anyone files a lawsuit. The Andrew M. Schwartz Legal Team handles partner, member, and shareholder disputes for owners in Fort Lauderdale, Broward County, and the rest of South Florida, and a Fort Lauderdale business divorce attorney from our firm can tell you quickly whether your situation calls for a negotiated exit, a court-ordered remedy, or something in between.

Florida gives dissatisfied owners more tools than most of them realize, and the right tool depends on the entity. An LLC member and a corporate shareholder look to different statutes, different grounds, and different buyout mechanics. Before deciding anything, you need to know which set of rules governs your company and what your own governing documents already say about deadlock, buyouts, and exits.

How Florida Law Lets Owners Separate: LLCs Versus Corporations

For a Florida LLC, the dissolution statute lets a manager or member ask a circuit court to dissolve the company on several grounds. These include conduct of the company’s affairs that is unlawful, a business that cannot reasonably be run in line with its articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriated or wasted company assets that cause injury, and a management or membership deadlock that cannot be broken while irreparable injury to the company is threatened or occurring. The Department of Legal Affairs can also seek dissolution where an LLC was formed through fraud or keeps abusing its legal authority.

Dissolution is not the only outcome the court can order. Once a petition shows sufficient merit, the judge may appoint a receiver or custodian to run the company, or may order the company or the other members to buy out the petitioning member’s interest. Before a receiver or custodian goes in, the court must hold a hearing with notice to the parties and any interested person the court designates. If your operating agreement contains a deadlock sale provision and someone triggers it before the court finds that deadlock grounds exist, that contractual mechanism takes the place of a dissolution order or court-ordered purchase, so the wording of your agreement can decide the whole path.

Corporations work differently. A shareholder can petition a circuit court for dissolution or another statutory remedy, including where the corporation has abandoned its business and failed to liquidate within a reasonable time. When a shareholder files on the oppression or deadlock-type grounds, the corporation, or if it does not act, one or more other shareholders, may elect to buy all of the petitioner’s shares at fair value. The corporation must notify the other shareholders within 30 days of the filing 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 to purchase is irrevocable unless the court finds it equitable to modify or set it aside, so the decision to elect is not one to make casually. Filing for judicial dissolution also does not take away a shareholder’s right to start a deadlock sale under a compliant shareholder agreement.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in the disputes that follow a broken business relationship, serving Fort Lauderdale, West Palm Beach, Boca Raton, and clients throughout Broward County and Palm Beach County. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has built his career around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University in 1986 and his law degree at 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 matters in South Florida, where a dispute can land in the Seventeenth Judicial Circuit in Broward, the Fifteenth in Palm Beach County, or the federal Southern District of Florida, depending on the parties and claims.

The firm works as a true legal team, meaning everyone on your file knows it and can answer when you call, backed by a strict 24 hour return call policy. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits a client’s goals and budget rather than stretching a case out for its own sake. The firm’s recent record includes a 32-page final judgment from a Broward County circuit court after a 5-day bench trial, awarding our client specific performance of a commercial real estate contract. A significant part of our work also comes from referrals by other attorneys, and we keep referring counsel informed throughout.

Disputes That Lead Fort Lauderdale Owners to Seek a Business Divorce

• Deadlocked Management: Two 50/50 owners, or an even split of managers, cannot approve a budget, a hire, a sale, or a lease renewal, and the company stalls. Statutory deadlock grounds exist, but your agreement’s own tie-breaking or deadlock sale clause often comes first.
• Buyouts and Valuation Fights: One owner wants out, or wants the other out, and the real fight is over price. Fair value under the corporate buyout statute, discounts, and the choice of valuation date all drive the outcome.
• Breach of Operating or Shareholder Agreements: Capital call failures, unauthorized related-party deals, ignored voting requirements, and violated transfer restrictions are common triggers, and these cases usually turn on exact contract language.
• Breach of Fiduciary Duty: A manager or controlling owner who self-deals, usurps opportunities, or freezes out a minority owner may face fiduciary claims, and in an LLC dissolution case, wasted or misappropriated assets are a recognized ground.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, and partners who cannot explain where company money went support claims for an accounting and recovery, sometimes alongside emergency relief to stop assets from moving.
• Minority Owner Squeeze-Outs: A minority member or shareholder is cut off from information, distributions, or decisions. Court remedies range from a custodian to a court-ordered purchase of the minority interest.
• Family and Friend-Owned Companies: Siblings who inherited a business, parents and children with different plans, or spouses and in-laws sharing ownership face control and compensation disputes that need discretion as well as firm financial protection.
• Co-Owned Real Estate Tied to the Business: When the property is held jointly, separating the company may also require a partition action or a title resolution, which have their own statutory procedures.

What to Do in the First Weeks of an Ownership Breakdown

Start with the documents. Pull your articles of organization or incorporation, the operating or shareholder agreement and every amendment, the last several years of tax returns, financial statements, bank statements, and any buy-sell or deadlock provisions. Those papers will tell you whether you have a contractual exit and what remedies the statute can supplement. Do not wait for the relationship to collapse completely before collecting them, because access to company records can narrow once a dispute turns hostile.

Next, think carefully about what you say and write. Emails and texts to your co-owner become evidence. Avoid threats, avoid admissions about your own conduct, and do not move company money or change account access on your own. Self-help is the most common mistake we see; it hands the other side a fiduciary claim and weakens your credibility with the judge.

Watch the deadlines, which vary by claim. Written-contract claims carry a five-year limitations period, while contract claims not founded on a written instrument carry four years, and fraud claims run four years from discovery within an overall cap of 12 years. Specific performance claims have a one-year period. A dispute that has been simmering for years may already be partly time-barred, so get the timeline reviewed early.

Where the matter ends up depends on the amount in controversy and the claims. Business divorce disputes with significant value are heard in circuit court, which in Broward County is the Seventeenth Judicial Circuit, with Circuit Civil sitting at the Central Courthouse 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 a case can be filed directly into that division only by following the circuit’s administrative order, with the clerk then assigning it at random. If the company or property sits in northern Palm Beach County instead, the Fifteenth Judicial Circuit in West Palm Beach has jurisdiction. Federal court in Fort Lauderdale or West Palm Beach is possible when federal jurisdiction exists.

If assets are at risk while the case is pending, ask early about injunctive relief. In a corporate dissolution proceeding, a court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve assets while the case proceeds. Speed matters here, because relief sought after the money has moved is far less useful than relief sought before.

Negotiated Exit or Court Fight: The Decisions That Shape the Result

Most owners come in thinking the choice is between staying and suing. In practice, there are more decisions than that, and each one shapes cost and leverage. Do you want to keep the company and buy out the other owner, or sell your interest? Is a sale of the whole business realistic, or would a structured wind-down return more? Does your agreement already give you a buy-sell or deadlock sale mechanism that costs far less than a lawsuit? Answering those questions before you file usually changes the strategy.

Valuation deserves special attention. The number each side puts forward often reflects its goals more than the business, and the gap is where most business divorces are won or lost. Support for your figure should come from financial records, not from conviction. Where the statute lets the court set fair value, or where your agreement prescribes a formula, understanding which standard applies tells you how much the discount and valuation date debates will matter.

Mediation and arbitration are often worth serious consideration, particularly when the company has to keep operating, customers and employees are watching, and a public trial would damage the asset both sides are fighting over. Our attorneys are experienced in both and in courtroom litigation, so we can recommend one path or the other based on the case rather than habit. And where co-owned real estate is part of the picture, partition under Florida’s partition chapter, either by division or by court-ordered sale with proceeds shared among owners, may need to proceed alongside or after the entity dispute.

Questions Fort Lauderdale Owners Ask About Business Divorce

What exactly is a business divorce?

It is the separation of co-owners of a company, whether they hold interests as partners, LLC members, or shareholders. It can end in a negotiated buyout, a sale of the business, a structured wind-down, or 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 contain buyout, expulsion, or dissociation provisions, and Florida law provides court remedies when a member’s conduct or a deadlock makes the company unworkable. Reading the agreement is the first step.

What grounds does Florida recognize for dissolving an LLC?

A member or manager can petition when affairs are conducted unlawfully, when the business cannot practicably be run under its governing documents, when controllers act illegally or fraudulently, when assets are misappropriated or wasted, or when a deadlock threatens irreparable injury to the company.

Does a judge have to dissolve the company if I win?

No. The court can instead appoint a receiver or custodian or order a buyout of the petitioner’s interest. A deadlock sale clause that was triggered before the court’s deadlock finding can also displace dissolution.

What happens if I file for corporate dissolution as a shareholder?

The corporation, or other shareholders, may elect to buy your shares at fair value to avoid dissolution. The corporation must send notice of that right within 30 days of the filing, and if the parties agree on value and terms within 60 days of the first election, the court orders the purchase on those terms.

Can I stop my partner from draining company accounts while the case is pending?

Often, yes. Courts can issue injunctions and appoint a receiver or custodian to preserve assets in a dissolution proceeding, and separate claims for an accounting and recovery of diverted funds are available. Move quickly if funds are leaving.

How long do I have to sue my business partner?

For claims founded on a written agreement, five years. Contract claims without a written instrument have four years, fraud runs four years from discovery within a 12-year cap, and specific performance has one year. Which deadline applies depends on how each claim is pleaded.

My co-owner and I are brothers. Does that change how the case is handled?

The law is the same, but the approach is not. Family disputes often benefit from a quieter, negotiated process, and we handle them with discretion while still protecting your financial position in every step.

Do I have to live in Florida to bring or defend a business divorce here?

No. We regularly represent clients from New York, New Jersey, and Connecticut whose companies or co-owners are in South Florida. We handle the court appearances locally and keep you informed so you do not need to travel for every hearing.

Will my business divorce be heard in state or federal court?

Most are heard in state circuit court, in Broward County the Seventeenth Judicial Circuit. Federal court in the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach among other places, becomes possible only when federal jurisdiction requirements are met.

What if the business owns real estate that we also co-own?

Entity-level remedies and property-level remedies are separate. Jointly held real property can be addressed through partition, which divides the property or orders a sale with proceeds distributed to the owners, and title problems can be handled through a quiet title action.

Is it worth hiring a lawyer before a dispute reaches a lawsuit?

Usually, yes. Reviewing the operating agreement, evaluating buyout leverage, and sending a well-framed demand often resolves the matter or at least preserves your position before positions harden.

Serving Business Divorce Clients Across Fort Lauderdale and Broward County

Our work for Fort Lauderdale owners reaches across the city, from Las Olas and the downtown business district to Victoria Park, Flagler Village, Rio Vista, Coral Ridge, and the beachside neighborhoods. We also represent owners in Wilton Manors, Oakland Park, Lauderdale-by-the-Sea, Pompano Beach, Deerfield Beach, Coral Springs, Parkland, Plantation, Sunrise, Davie, Hollywood, Hallandale Beach, Dania Beach, Pembroke Pines, and Miramar, along with the rest of Broward County.

Because many of our clients hold interests on both sides of the county line, we also serve owners in Boca Raton, West Palm Beach, Delray Beach, Boynton Beach, and throughout Palm Beach County. And because a good share of our clients live elsewhere, we work with owners in New York, New Jersey, and Connecticut who have business or real estate interests in South Florida and need a local litigator to handle the Florida side of the dispute.

Talk With a Fort Lauderdale Business Divorce Lawyer Before Positions Harden

The early choices in a business breakup, what you say, what you sign, what you do with company accounts, and which statutory or contractual route you pursue, often decide how it ends. If you are weighing a buyout, facing a deadlocked company, or suspect a partner is moving money, a conversation with a Fort Lauderdale business divorce lawyer at the Andrew M. Schwartz Legal Team will give you a realistic read on your options and costs. Call our team to schedule a consultation.