Greenacres Corporate Dissolution Attorney

When co-owners in Greenacres can no longer agree on whether the company should continue, the business often stalls: accounts sit untouched, decisions go unmade, and each side waits for the other to blink. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners, investors, and families throughout Palm Beach County and Broward County, and a Greenacres corporate dissolution attorney is often the first call a frustrated shareholder or LLC member makes when negotiation has run out of road.

Dissolution is not a single event but a set of possible outcomes. A court can order a company dissolved and wound up, but Florida law also gives the other owners a chance to avoid dissolution by buying out the person who filed, appoint a custodian or receiver to protect assets while the case is pending, or let a buy-sell provision in your own agreement control the exit. Which path applies depends on the entity type, what your governing documents say, and what the other side has been doing with the company’s money and authority.

Corporations and LLCs are governed by different statutes in Florida, with different grounds, different remedies, and different defensive options. Getting the entity type right at the start shapes everything that follows, from the allegations in the complaint to the leverage you have at mediation.

How Florida Law Treats Dissolution of Corporations Versus LLCs

For an LLC, Florida’s Revised LLC Act lets a manager or member ask the circuit court to dissolve the company on several grounds. These include conducting all or substantially all 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 causes injury, and a management 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 obtained its articles through fraud or has continued to abuse its legal authority.

For a corporation, the shareholder-side remedy lives in a different chapter of the statutes. Among other grounds, a shareholder can seek judicial dissolution where the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. The statute also contemplates remedies short of dissolution, and the court has broad authority to fashion relief that fits the dispute.

The most important structural difference for a petitioner is the buyout mechanism. In a corporate dissolution proceeding brought by a shareholder on the qualifying grounds, the corporation, or if it declines, 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. The corporation must also notify the other shareholders within 30 days of the filing that they can avoid dissolution by electing to buy. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it. For a petitioner, this means a dissolution filing frequently becomes a valuation fight, and the real work is establishing what the shares are worth.

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

The Andrew M. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and was admitted to The Florida Bar in 1989. His career has centered on 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. 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 when a dissolution dispute spills into federal court or involves claims that cross state lines.

The firm practices as a true legal team, meaning everyone working on a matter knows the file, so a client who calls with a development does not have to re-explain the case. The firm keeps a strict 24 hour return call policy when attorneys are in court, and it schedules conference calls at times that work for everyone involved. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and the firm looks for the resolution that serves the client’s goals and budget rather than drawing a case out for its own sake.

On the litigation side, the firm’s results include a 32-page final judgment from the Broward County Circuit Court, entered after a five-day bench trial, awarding a client specific performance of a commercial real estate contract. That outcome reflects the kind of detailed, document-driven preparation that dissolution cases demand, where the operating agreement, the parties’ course of dealing, and the financial records usually decide the result. The firm also serves clients from New York, New Jersey, and Connecticut who hold interests in South Florida companies, handling local court appearances so those owners do not need to travel for every hearing, and it regularly works with referring attorneys from outside Florida.

Disputes That Lead Greenacres Owners to Seek Dissolution

• Deadlocked Management: Two 50 percent owners, or two equal factions, cannot muster a majority on budgets, hiring, or whether to sell. For an LLC, deadlock supports dissolution only if it cannot be broken and irreparable injury is threatened or occurring, so documenting the injury matters.
• Diverted or Wasted Company Assets: A partner pays personal expenses from company accounts, moves funds to a side entity, or cannot account for cash. Misappropriation or waste causing injury is a stated ground for LLC dissolution and often pairs with claims for an accounting and breach of fiduciary duty.
• Frozen-Out Minority Owners: A minority shareholder or member is cut off from information, distributions, and decisions while the majority draws compensation. These cases frequently end in a buyout rather than a wind-down.
• Abandoned Businesses That Never Closed: A shareholder in a corporation that has stopped operating but never liquidated may ask the court to compel an orderly dissolution and distribution of assets.
• Operating Agreement Breakdown: The company cannot reasonably function as the articles and operating agreement require, because a required officer is gone, a capital call is unmet, or a key provision has become unworkable.
• Family Business Splits: Siblings who inherited a company, parents and children with different visions, or spouses and in-laws with shared ownership. These disputes call for discretion alongside firm protection of financial interests.
• Disputes Involving Company Real Estate: When the company’s main asset is real property, dissolution often runs alongside a partition action, a title question, or a failed closing, and the sequencing of those claims affects value.
• Buy-Sell and Deadlock Sale Provisions: Many agreements contain their own exit mechanism. If a deadlock sale provision is initiated before the court finds the deadlock ground established, that provision generally controls instead of a judicial dissolution order, so timing and compliance are critical.

What a Greenacres Owner Should Do Before and After Filing

Start by gathering the governing documents: articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell terms, and amendments. Many Florida disputes are decided on this paper before they are decided on anything else. Then collect the financial record: tax returns, bank and credit card statements, general ledgers, distribution records, and capital contribution history. If you suspect money is leaving the company, preserve the evidence now and avoid confronting the other owner in a way that prompts records to disappear.

Be careful about self-help. Locking co-owners out, draining accounts, or unilaterally moving customers or contracts to a new entity can hand the other side a breach of fiduciary duty claim and weaken your credibility with the judge. If assets are at risk, the proper tool is a request for emergency relief. In dissolution proceedings the court can issue injunctions, appoint a receiver or custodian, take other steps to preserve company assets, and keep the business running until a full hearing. For an LLC, the court must hold a hearing, after notice to the parties and any interested person it designates, before appointing a receiver or custodian.

Greenacres sits in Palm Beach County, so a dissolution case here is filed in the Fifteenth Judicial Circuit, whose circuit court sits in and for Palm Beach County and whose main courthouse is in West Palm Beach. Federal court in West Palm Beach or Fort Lauderdale comes into play only where there is a basis for federal jurisdiction. A dissolution petition must also be weighed against any deadlines for related claims: a claim founded on a written instrument generally has a five-year limitations period in Florida, a claim on an oral or implied contract has four years, and a fraud claim runs four years from discovery, subject to an outer limit of 12 years. Waiting to see whether the relationship heals can quietly cost you a claim.

Finally, think about the exit you actually want. Some owners want out with fair value, some want to keep the company and remove a partner, and some truly want the business sold or wound down. Say so early, because it determines whether the right strategy is a dissolution filing, a buyout negotiation, mediation, or a combination.

Remedies Short of Dissolution: Buyouts, Receivers, and Valuation

Courts do not treat dissolution as the default. Because dissolving a going concern destroys value for everyone, Florida’s statutes build in alternatives. In an LLC dissolution case, upon a showing of sufficient merit, the court may appoint a receiver or custodian or order that the petitioning member’s interest be purchased. In a corporate case, the elective buyout at fair value gives the remaining owners an incentive to negotiate. A well-prepared petitioner uses that dynamic: the strength of the dissolution allegations sets the price at which the other side would rather buy than litigate.

Valuation is where these cases are won or lost. Disagreements over whether to value the company as a going concern, how to treat owner compensation, and whether discounts apply can move the number substantially. Experts on both sides are common, and the quality of the company’s books often determines how persuasive each side’s valuation appears. Missing or commingled financial records are themselves leverage, because they support claims for an accounting and can shift credibility in front of the judge.

Common Questions About Corporate Dissolution in Greenacres

What is the difference between voluntary and judicial dissolution?

Voluntary dissolution is something the owners decide together, following the company’s governing documents and the statutory filing process. Judicial dissolution is ordered by a court when an owner petitions and proves one of the statutory grounds. Even a voluntary dissolution can be brought under court supervision if the company asks for that.

Can a minority shareholder force a Florida corporation to dissolve?

A shareholder can petition for dissolution on the grounds the statute provides, such as abandonment of the business without liquidation. But the corporation or the other shareholders can respond by electing to buy the petitioner’s shares at fair value, so the realistic outcome is often a buyout rather than a shutdown.

What grounds allow a member to dissolve an LLC in Florida?

The statute lists unlawful conduct of the company’s affairs, impracticability of operating under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets causing injury, and an unbreakable deadlock that threatens or causes irreparable injury. The facts must fit the ground, so the specific history of the dispute matters.

What happens if my operating agreement has a deadlock sale clause?

If the clause is initiated before the court determines the deadlock ground exists, and it is then carried through, the clause applies instead of a judicial dissolution order or a court-ordered purchase of your interest. Reading and following the clause’s exact steps is essential, because a misstep can forfeit its protection or advantage.

How does a buyout election work once a corporate dissolution case is filed?

The corporation, or failing that one or more shareholders, can elect to purchase all of the petitioner’s shares at fair value. If the parties reach agreement on value and terms within 60 days of the first election, the court enters an order directing the purchase on those terms. If they do not agree, the court decides fair value.

Can the court protect company assets while the case is pending?

Yes. The court can issue injunctions, appoint a receiver or custodian, and take other action to preserve assets, including carrying on the business until a full hearing. For an LLC, a hearing with notice is required before a receiver or custodian is appointed.

My partner is taking money out of the company. Should I file for dissolution or sue for the money?

Often both claims are pleaded together. Misappropriation of assets is itself a ground for LLC dissolution, and claims for an accounting, breach of fiduciary duty, and recovery of funds can run in the same case. The right mix depends on whether you want to keep the business or exit it.

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

It depends on the claim. A suit founded on a written contract generally must be filed within five years, an oral or implied contract claim within four years, and a fraud claim within four years of discovery, capped at 12 years. Waiting can narrow the claims available to you, so the dates should be reviewed early.

I live in New York or New Jersey but own part of a Palm Beach County company. Can I pursue dissolution without moving to Florida?

Yes. Our firm handles the local court appearances and proceedings for out of state clients and keeps them informed at each stage, so travel is not required for every hearing. Many of our clients are in this position.

Does a dissolution dispute always end up in a courtroom?

No. Many resolve through negotiation, mediation, or arbitration, especially once the valuation questions are framed and the buyout option is on the table. The pending court case often serves as the pressure that makes a negotiated exit possible.

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

Often yes, because small companies tend to have loosely drafted or no written agreements, and the owners’ informal dealings become the evidence. A lawyer can tell you early whether the cost of litigation is proportionate to what is at stake and whether a buyout or mediated settlement makes more sense.

Serving Greenacres and Palm Beach County Dissolution Clients

Our work for Greenacres owners begins in the city itself and extends across Palm Beach County, including Lake Worth Beach, Lantana, Atlantis, Palm Springs, Royal Palm Beach, Wellington, Boynton Beach, Delray Beach, West Palm Beach, Palm Beach Gardens, and Jupiter. We also represent business owners in Boca Raton and the communities of western Palm Beach County, where company disputes often involve shared commercial property or family-held real estate.

Across the county line in Broward County, we serve clients in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood, and throughout South Florida. Owners from New York, New Jersey, and Connecticut who hold interests in South Florida companies or real estate are also part of our practice, and we welcome referrals from other attorneys whose clients have a Florida dissolution or business divorce dispute.

Speak With a Greenacres Corporate Dissolution Lawyer

If your partnership, LLC, or corporation has reached the point where separation is the realistic option, the Andrew M. Schwartz Legal Team can review your governing documents, assess which dissolution or buyout path fits, and move quickly if assets are at risk. Call to schedule a consultation with a Greenacres corporate dissolution lawyer from our team and get a clear picture of your options before positions harden.