Hollywood Corporate Dissolution Attorney

Co-owners in Hollywood who have reached the point of asking whether the company should be wound down, sold, or split apart are usually weighing more than a legal question. They are weighing years of work, a partner they may no longer trust, and the money tied up in the business. The Andrew M. Schwartz Legal Team handles business divorce, partnership and member disputes, and judicial dissolution for owners in Hollywood, Broward County, and across South Florida, and a Hollywood corporate dissolution attorney from our firm can tell you early which exit routes are realistically open to you.

Dissolution in Florida is not one procedure. A corporation and a limited liability company are governed by different statutes, the grounds a court will accept are different, and the remedies sitting next to dissolution, such as a forced buyout of one owner by the others, often produce a better result than closing the doors. Your operating agreement or shareholder agreement may also already contain a deadlock sale mechanism that changes the entire path. Getting the order of moves right at the start matters more than almost anything you do later.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s hardest business and real estate disputes, serving Broward County, Palm Beach County, and the communities around them. Firm founder Andrew M. 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 both state and federal courts. That federal experience matters in South Florida, where partnership disputes sometimes cross state lines or involve claims that belong in federal court. The firm practices as a true legal team, so everyone working on your matter knows the file, and we keep a strict 24 hour return call policy when we are in court and cannot pick up.

On the litigation side, after a 5-day bench trial in Broward County Circuit Court, the firm obtained a 32-page final judgment granting its client specific performance of a commercial real estate contract. That kind of result comes from preparing a case around the precise wording of the agreements and the history between the parties, which is exactly the work a dissolution dispute demands. Our attorneys are also experienced in mediation and arbitration, and we look for the resolution that fits your goals and budget rather than stretching a case out for its own sake. Many of our clients live out of state, including New York, New Jersey, and Connecticut, and we handle the local court appearances so they do not have to travel for every hearing.

Situations That Lead Hollywood Owners to Seek Dissolution

• Deadlocked Ownership: Two 50/50 owners, or a board split evenly, cannot approve a budget, a sale, or a major contract. For an LLC, a court may dissolve when managers or members are deadlocked, cannot break the deadlock, and the company faces or is suffering irreparable injury.
• Misappropriated or Wasted Assets: One owner is diverting funds, paying personal expenses from the company, or letting assets drain away. Misappropriation that injures the LLC is a recognized statutory ground, and it often pairs with claims for an accounting and breach of fiduciary duty.
• Conduct That Is Illegal or Fraudulent: Controlling members or managers who have acted, are acting, or are reasonably expected to act illegally or fraudulently give other members a basis to petition the court.
• Business That Cannot Operate Under Its Governing Documents: Sometimes it is simply no longer reasonably practicable to run the company the way the articles and operating agreement require, because the owners have stopped cooperating or the agreement no longer fits reality.
• Abandoned Corporations: A shareholder in a Florida corporation may ask a court to dissolve when the company has abandoned its business and has not liquidated, distributed assets, and dissolved within a reasonable time.
• Family and Inherited Businesses: Siblings, parents and children, or in-laws who share ownership face the same questions about control and compensation, with relationships at stake alongside the money. These cases call for discretion as well as firm financial protection.
• Minority Owner Squeeze-Outs: A majority owner stops paying distributions, cuts the minority out of information, or runs the company for personal benefit, leaving the smaller owner trapped in an investment they cannot sell.
• Disputes Over Valuation and Buyout Terms: Owners who agree the relationship is over but cannot agree on what a share is worth. In many cases the real fight is over fair value, not over whether the company survives.

Corporations Versus LLCs: Different Statutes, Different Remedies

If your company is a limited liability company, judicial dissolution comes from Chapter 605 of the Florida Statutes. A manager or member can petition on grounds that include unlawful conduct of the company’s affairs, impracticability of carrying on under the governing documents, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, and deadlock with threatened or actual irreparable injury. Separately, the state’s Department of Legal Affairs can seek dissolution of an LLC that obtained its articles through fraud or keeps abusing its legal authority. A company can also ask the court to continue a voluntary dissolution under court supervision.

Once a petition is filed, a court that finds sufficient merit can appoint a receiver or custodian to run or protect the company, or can order the company or other members to buy out the petitioning member’s interest. Before appointing a receiver or custodian, the court must hold a hearing after notice to the parties and to an interested person it designates. That is a meaningful procedural safeguard, and it is also a reason to have counsel who can build a record quickly when assets are at risk.

Corporations follow Chapter 607. A shareholder can seek judicial dissolution on statutory grounds, including abandonment of the business without a timely wind-down. The corporate statute also has a built-in off-ramp. When a shareholder petitions, the corporation, or if it does not act, one or more other shareholders, can elect to buy all of the petitioner’s shares at fair value, which avoids dissolution altogether. Within 30 days of the start of such a proceeding, the corporation must notify the other shareholders that they can avoid dissolution by electing to purchase. 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, so a buyout election should never be made casually, whichever side of it you are on.

Pay close attention to your own paper. If your operating agreement has a deadlock sale provision that is started before the court finds deadlock grounds, that provision generally controls in place of a judicial dissolution order or a court-ordered buyout. Likewise, filing for judicial dissolution on certain grounds does not take away a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement. Which clause you invoke, and when, can decide who ends up owning the company.

What to Do Now If Your Hollywood Company Is Coming Apart

Start by getting your governing documents in one place: the articles of incorporation or organization, the operating agreement or shareholder agreement, any buy-sell agreement, amendments, and the minutes or written consents that show how decisions have actually been made. Read them for buyout formulas, deadlock provisions, dispute resolution clauses, and any requirement to mediate or arbitrate before filing suit. Those clauses frequently dictate what you can do and where. Then gather financial records: tax returns, bank statements, general ledgers, loan documents, and records of distributions and capital contributions. If you suspect missing money, preserve everything and do not alter or delete anything on company systems.

Move carefully on self-help. Locking a partner out, draining an account, or cutting off access to records can hand the other side a claim and weaken your own. If assets are at genuine risk of being moved or spent, speak to counsel quickly, because courts can issue injunctions and, in a corporate dissolution proceeding, can appoint a receiver or custodian and take steps to preserve assets and keep the business running until a full hearing. That kind of emergency relief is part of what our firm handles.

On timing, remember that contract-based claims have deadlines. In Florida, an action founded on a written instrument generally must be brought within five years, while a contract claim that is not based on a written instrument has four. A fraud claim has four years from discovery, subject to an outer limit of 12 years. Professional malpractice claims run two years from when they were or should have been discovered. Waiting while a relationship deteriorates can quietly cost you a claim, so a short early review of the dates matters.

On venue, a Hollywood company’s dissolution case is generally a circuit court matter in Broward County, where the Seventeenth Judicial Circuit sits. The circuit also maintains a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and a case can be directly filed into that division under the circuit’s administrative order using the required form. The Broward courthouses include the South Regional Courthouse in Hollywood and the Central Judicial Complex in Fort Lauderdale. Because disputes above the county court limit belong in circuit court, most real dissolution fights land there. If a federal question or diversity of citizenship is involved, the Southern District of Florida sits in Fort Lauderdale and West Palm Beach.

Deciding Between Buyout, Wind-Down, and Court-Ordered Dissolution

Owners often arrive thinking they want the company dissolved, when what they want is out with fair value. A buyout, whether negotiated, triggered by a deadlock clause, or ordered by the court, lets one side keep operating and lets the other leave with money instead of a liquidation that may return far less. A structured wind-down makes sense when the business has no real going-concern value or when neither side wants to continue. A court-ordered dissolution is the backstop when the owners cannot agree on anything and the statutory grounds are met.

Valuation drives all of these. Discounts for lack of control or marketability, the treatment of goodwill, and the quality of the books can swing a number dramatically, and that is one reason disputes over missing funds and accounting often run alongside a dissolution case. We take claims for an accounting, breach of fiduciary duty, and recovery of company funds seriously, because proving what the company truly holds is the foundation for any fair separation. Where the relationship can be saved, we work to resolve things in a way that keeps the business running. Where it cannot, we help clients separate on fair terms, through negotiation, mediation, arbitration, or trial.

Questions Hollywood Owners Ask About Corporate Dissolution

What is the difference between dissolving a company voluntarily and judicially?

Voluntary dissolution is the owners’ own decision, made under the governing documents. Judicial dissolution is ordered by a court on a petition when owners cannot agree and a statutory ground is shown. If you need a judge’s help because a partner will not cooperate, you are in judicial dissolution territory.

Can a minority owner force dissolution of a Florida company?

A minority member or shareholder can petition if a statutory ground applies, such as deadlock with irreparable injury in an LLC, misappropriation of assets, or abandonment of a corporation’s business. Having a small stake does not by itself disqualify you, but you must prove grounds, and the court has other remedies available besides dissolution.

What happens if the other owners offer to buy me out instead?

In a corporate proceeding, the company or the other shareholders can elect to purchase the petitioner’s shares at fair value, and that election generally stops dissolution. If the parties agree on fair value and terms within 60 days of the first election, the court enters an order on those terms. If not, the court will resolve fair value.

Does my operating agreement override a court’s power to dissolve?

Not entirely, but it matters a great deal. A deadlock sale provision that is started before the court decides deadlock grounds exist will generally apply instead of a judicial dissolution order or a court-ordered buyout. Mediation or arbitration clauses may also affect where and how the dispute proceeds.

Can a court appoint someone to run the company during the case?

Yes. In an LLC proceeding, a court that finds sufficient merit can appoint a receiver or custodian after a hearing with notice. In a corporate dissolution proceeding, the court can also issue injunctions, appoint a receiver or custodian, and take other steps to preserve assets until a full hearing.

Which court would hear my case if my business is in Hollywood?

A dissolution dispute of this kind is generally heard in the circuit court of the Seventeenth Judicial Circuit, which sits for Broward County. The circuit has a complex business division that handles dissolution of certain business entities and large business litigation, and cases can be directly filed there using the circuit’s required form.

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

It depends on the claim. A written-contract claim generally has five years, an oral or implied contract claim has four years, and fraud has four years from discovery up to a 12-year cap. Because different claims in the same dispute can carry different deadlines, it is wise to have them reviewed early.

My partner is taking money out of the company. Can I stop it?

You may have claims for an accounting, breach of fiduciary duty, and recovery of the funds. In urgent situations a court can issue injunctive relief to stop assets from being moved or spent while the case is pending, and in a dissolution case it can appoint a receiver or custodian to protect them.

Do I need to be in Florida to handle this?

No. We regularly represent clients from New York, New Jersey, and Connecticut who own businesses or real estate in South Florida. We handle the local court appearances, schedule calls at times that work for you, and keep you informed at each stage.

Is dissolution the same as bankruptcy?

No. Dissolution ends a company’s existence and winds up its affairs among its owners and creditors. Bankruptcy is a separate federal process for debt relief or reorganization. A company can be dissolved without ever filing for bankruptcy, and the right path depends on whether the problem is a broken ownership relationship or unmanageable debt.

Will the case have to go to trial?

Not necessarily. Many disputes resolve through negotiation, mediation, or arbitration, and a buyout or deadlock sale mechanism can end the fight without a final hearing. We prepare as though a case may be tried, because that preparation is what produces favorable settlements, but we aim for the path that serves your goals efficiently.

What if the business is a family company?

Family disputes carry added weight because relationships are at stake alongside the company. We handle these cases with discretion while still protecting your financial interests, and we look first at whether a negotiated separation, such as a buyout between relatives, can preserve both the business and the family.

Serving Hollywood Business Owners and the Surrounding Broward Communities

Our work for Hollywood owners extends from downtown Hollywood and the beachfront area through Hollywood Hills and into the neighboring communities of Hallandale Beach, Dania Beach, Pembroke Pines, Miramar, and Pembroke Park. We also represent business owners in Fort Lauderdale, Davie, Plantation, Sunrise, Weston, Cooper City, Coral Springs, Pompano Beach, Deerfield Beach, and Lauderhill throughout Broward County. Because many dissolution disputes involve co-owners and company assets spread across county lines, we serve clients in Boca Raton, West Palm Beach, and throughout Palm Beach County as well, and we work with owners from New York, New Jersey, and Connecticut whose South Florida companies or properties are in dispute.

Speak With a Hollywood Corporate Dissolution Lawyer Before the Next Move

The first decisions in a business breakup, such as whether to invoke a deadlock clause, make a buyout election, or ask a court for a receiver, are hard to undo. If you are weighing dissolution of a Florida corporation or LLC, a conversation with a Hollywood corporate dissolution lawyer at the Andrew M. Schwartz Legal Team can clarify which exit fits your situation and what it is likely to cost. Call us to discuss your company, your partner, and your goals, and we will tell you plainly where you stand.