Fort Lauderdale Corporate Dissolution Attorney

Dissolving a company is rarely a single event. A business can be dissolved on paper and still be fighting over its money, its property, and its debts years later, and when the owners disagree, the question is often not whether the company ends but who controls the ending. The Andrew M. Schwartz Legal Team handles business and real estate disputes, including partnership disputes and corporate dissolution, for owners in Fort Lauderdale, Broward County, and across Palm Beach County and South Florida. If you need a Fort Lauderdale corporate dissolution attorney, the first thing to settle is which kind of dissolution you are actually facing.

There are three very different situations. In the first, every owner agrees the company should close and only the wind-down needs managing. In the second, one owner wants out and the others want to continue, which often ends in a buyout. In the third, the owners are deadlocked, one side is draining the company, or the business can no longer function, and a court has to step in. Florida law treats corporations and LLCs under different statutes, and the remedies available to you depend on which kind of entity you own and what your governing documents say.

Most disputes in this area are decided early by two documents: the shareholder agreement or operating agreement, and the pleadings that frame the claim. Reading both before you take any step often changes what you do next.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s difficult business and real estate disputes, with a practice built around business divorce, conflicts among partners, LLC members, and shareholders, and complex contract litigation. Founder Andrew M. Schwartz has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989. The firm serves clients in Fort Lauderdale, Boca Raton, West Palm Beach, and throughout Broward County and Palm Beach County.

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 can start in state circuit court and raise questions that reach federal court. The firm practices as a true legal team, so everyone working on your matter knows the file, and it keeps a strict 24 hour return call policy when a lawyer is in court and cannot answer right away.

The firm also has recent trial proof in the real property side of business disputes: after a 5-day bench trial, a Broward County Circuit Court judge issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. Dissolutions often turn on exactly this kind of record, where the written agreement and the parties’ course of dealing decide the outcome. The firm is equally experienced in mediation and arbitration, and aims for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake. Many matters also come to the firm by referral from other attorneys, including out of state counsel whose clients have Florida business interests.

Situations That Lead Owners to Seek Dissolution or a Buyout

• Management Deadlock: Two 50/50 owners who cannot agree on anything can freeze payroll, vendor payments, and banking. For an LLC, deadlock supports court-ordered dissolution when the owners cannot break it and irreparable injury to the company is threatened or occurring.
• Misappropriated or Wasted Assets: Diverted company funds, personal expenses run through the business, or commingled accounts can themselves be grounds for dissolving an LLC when assets are being misappropriated or wasted and the company is injured.
• Unlawful or Fraudulent Control: When controlling managers or members have acted, are acting, or are reasonably expected to act illegally or fraudulently, a member can ask the court to dissolve the LLC.
• Company No Longer Able to Operate Under Its Agreement: If it is not reasonably practicable to carry on the business in line with the articles and the operating agreement, that alone is a statutory ground for LLC dissolution.
• Abandoned Corporations: A shareholder can seek judicial dissolution of a corporation that has abandoned its business and has not liquidated its assets and dissolved within a reasonable time.
• Minority Owners Being Squeezed: Shareholders locked out of decisions, distributions, or information often use a dissolution petition as leverage toward a fair buyout of their shares.
• Family Business Breakdowns: Siblings who inherited a company, or parents and children with different plans for it, often reach dissolution only after other options fail, and these cases call for discretion alongside firm protection of the financial interests at stake.
• Co-Owned Real Estate Inside the Company: When the entity’s main asset is property, dissolution frequently runs alongside partition, title, or sale questions that need to be handled together.

What to Do Now if Your Company Is Heading Toward Dissolution

Start with the documents. Pull the articles of incorporation or organization, the operating agreement or shareholder agreement, any amendments, buy-sell provisions, and the company’s recent financial records. Look specifically for a deadlock sale provision. For both corporations and LLCs, Florida law gives priority to a properly initiated deadlock sale clause in the governing agreement over a court order for dissolution or a court-ordered purchase, so whether such a clause exists, and whether it has been triggered, can reshape your whole strategy.

Next, protect the money. If you suspect funds are being moved, do not wait for the case to resolve. A court handling a dissolution can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets, and the court must hold a hearing, with notice to the parties, before naming a receiver or custodian for an LLC. Gather bank statements, ledgers, tax returns, and any communications showing unauthorized transfers. Do not alter accounts, lock out co-owners, or take company property on your own; those moves can hand the other side a claim against you.

Know the clocks. Contract-based claims are common companions to dissolution cases. A claim founded on a written instrument, such as an operating agreement, has a five-year limitations period in Florida, while oral or implied contract claims have four years, and fraud claims run four years from discovery subject to an outer cap of 12 years. A claim for specific performance has only one year, which matters if your dispute involves a buyout agreement or a property contract. For shareholders, the corporate statute adds its own timing: within 30 days after a shareholder files a judicial dissolution action on the covered grounds, the corporation must notify the other shareholders that they may avoid dissolution by electing to buy the petitioner’s shares.

Then decide where the case belongs. Broward County cases are heard in the Seventeenth Judicial Circuit, whose Central Judicial Complex in Fort Lauderdale houses circuit civil. 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 and filing the required form with the Clerk. If the company or the opposing owners are in Palm Beach County, the Fifteenth Judicial Circuit sits in and for that county, with its main courthouse in West Palm Beach. Cases with federal jurisdiction can go to the United States District Court for the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach. Choosing the right forum early saves months.

Finally, talk to a lawyer before you send an accusatory email, file anything, or sign a buyout term sheet. Early conversations often keep a disagreement from becoming a lawsuit, and when a lawsuit is unavoidable, the first filing sets the tone.

How Florida Courts Handle Corporate and LLC Dissolution

The statutes differ depending on entity type, so the first step is confirming whether your company is a corporation or an LLC.

For corporations, a shareholder can petition a circuit court for dissolution or another remedy on the grounds listed in the corporate statute. Once a shareholder brings a case on the covered grounds, the corporation, or if it does not act, one or more of the other shareholders, may elect to purchase all of the petitioner’s shares at fair value. 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 set it aside or modify it, which is why timing and valuation advice matter before anyone files an election.

For LLCs, a manager or member can seek dissolution on five statutory grounds: the company’s affairs are conducted unlawfully; carrying on in conformity with the articles and operating agreement is not reasonably practicable; controlling managers or members have acted or are acting illegally or fraudulently; assets are being misappropriated or wasted to the company’s injury; or the managers or members are deadlocked and irreparable injury is threatened or occurring. Separately, the Department of Legal Affairs can pursue dissolution of an LLC that obtained its articles through fraud or keeps abusing its legal authority. Once a case is pending, the court can, upon a showing of sufficient merit, appoint a receiver or custodian or order a purchase of the petitioning member’s interest as an alternative to dissolution.

In practice, many of these cases end in a negotiated buyout, a structured wind-down, or a sale, not a courtroom dissolution order. The petition’s value is often leverage: it forces a valuation, opens the books, and puts a court-supervised timetable on a stalled negotiation. Valuation is usually the hardest fight, and it is where documents like prior offers, tax returns, and internal projections do the most work.

Questions Owners Ask About Dissolution in Fort Lauderdale

What is the difference between voluntary and judicial dissolution?

Voluntary dissolution is chosen by the owners according to the company’s governing documents and Florida’s business entity statutes. Judicial dissolution is ordered by a circuit court after an owner or the company brings a proceeding on statutory grounds. The two can overlap, because a company can ask a court to continue its voluntary dissolution under court supervision.

Can one owner force a dissolution if the others want to keep the business?

Only on the grounds the statute recognizes, such as deadlock, misappropriation, illegal conduct, or inability to operate under the agreement for an LLC, or the corporate grounds including abandonment of the business. Even then, the court has alternatives to dissolution, including a buyout, so a petition does not guarantee the company will be shut down.

What happens to the company’s assets and debts when it dissolves?

Dissolution starts a winding up in which the company collects its assets, pays or provides for creditors, and distributes what remains to owners according to their interests and the governing documents. A receiver or custodian may be appointed to manage that process in a contested case.

What if my operating agreement has a buy-sell or deadlock provision?

It can control the outcome. For LLCs, a deadlock sale provision that is initiated before the court finds deadlock grounds applies in place of a judicial dissolution order or a court-ordered purchase, provided it is then carried through. Corporate shareholders keep the right to start an available deadlock sale provision even after filing a judicial dissolution action on certain grounds.

Can I stop my partner from moving money while the case is pending?

Often yes. The court can issue injunctions and appoint a receiver or custodian to preserve company assets, and the firm pursues emergency injunctive relief in urgent situations. These requests need documentation of what is happening, so gather statements and records as early as possible.

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

It depends on the claim. Written contract claims have five years, oral or implied contract claims four, fraud four years from discovery with a 12-year outer limit, and specific performance one year. Negligence-based claims now have two years for causes of action arising after the 2023 amendments. Run these dates from the facts early.

Does dissolution always mean going to court?

No. Many disputes resolve through negotiation, mediation, or arbitration, especially when the operating agreement requires it. The firm’s lawyers are experienced in alternative dispute resolution as well as trial work and pursue the route most likely to meet your goals efficiently.

My co-owner is a family member. Does that change anything?

The law applies the same way, but the strategy often differs. Family business disputes carry relationship stakes alongside financial ones, so the approach usually emphasizes discretion and structured exits, while still protecting your financial position at every step.

Which court would hear my case if the company operates in Broward County?

Dissolution cases are filed in circuit court. Broward County falls within the Seventeenth Judicial Circuit, which has a complex business division that handles dissolution of certain business entities and large business disputes. Whether your case qualifies for direct filing there depends on the circuit’s administrative order.

Can a co-owner of a company that also owns real estate ask for a partition?

Partition applies to property co-owned directly by individuals, such as former partners, heirs, or investors, and it is heard in the circuit court’s chancery jurisdiction. If the entity holds title, the dissolution and winding up usually control how the property is handled, so the structure of ownership needs to be sorted out first.

I live in New York, New Jersey, or Connecticut. Can you handle the case from there?

Yes. The firm regularly represents clients from those states who have Florida businesses or property, handles the local court appearances, and keeps clients informed so they do not have to travel for every hearing.

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

Often it is, because the same statutory grounds and buyout rules apply regardless of size, and small companies tend to have thin documentation. A lawyer can tell you early whether a buyout, a negotiated wind-down, or a court filing is the most cost-effective path.

Corporate Dissolution Representation Across Broward and Palm Beach Counties

The firm’s work for Fort Lauderdale owners reaches across Broward County, from downtown Fort Lauderdale and Las Olas to Victoria Park, Coral Ridge, Wilton Manors, Oakland Park, and Pompano Beach. We also serve business owners in Lauderdale-by-the-Sea, Deerfield Beach, Coconut Creek, Coral Springs, Parkland, Plantation, Sunrise, Davie, Weston, Hollywood, Hallandale Beach, and Dania Beach, along with Tamarac, Margate, Lauderhill, and Cooper City.

Many dissolution disputes cross county lines, so the firm also represents clients in Boca Raton, Delray Beach, Boynton Beach, West Palm Beach, Palm Beach Gardens, Jupiter, Wellington, and throughout Palm Beach County. Across South Florida, we also act for out of state owners from New York, New Jersey, and Connecticut whose partners, co-owners, or properties are here.

Speak With a Fort Lauderdale Corporate Dissolution Lawyer

If a business relationship is breaking down and you are weighing a buyout, a wind-down, or a court filing, talk to a Fort Lauderdale corporate dissolution lawyer before positions harden. The Andrew M. Schwartz Legal Team can review your governing documents, tell you which statutory path fits your situation, and move quickly where assets are at risk.

Call to schedule a consultation. We will explain your options in plain terms and help you pick the course that protects what you have built.