Lantana Corporate Dissolution Attorney

The Andrew M. Schwartz Legal Team represents business owners, LLC members, shareholders, and family co-owners in Lantana and across Palm Beach County who have reached the point where a company can no longer be run, sold, or kept together by agreement alone. A Lantana corporate dissolution attorney is often brought in after months of stalled decisions, locked bank accounts, or a partner who has stopped answering questions about where the money went. The firm also serves Broward County, and it handles the negotiation, mediation, and courtroom sides of ending or restructuring a business.

Dissolution in Florida is not one procedure. A voluntary wind-down that every owner signs off on looks nothing like a petition asking a circuit judge to dissolve a company over the objection of the person who controls it. The statutes draw a sharp line between corporations, which are governed by Chapter 607, and limited liability companies, which fall under Chapter 605, and the grounds, remedies, and buyout rights differ between them. Choosing the wrong framework at the outset can cost an owner leverage that is hard to recover later.

Many dissolution disputes also end without a dissolution. The statutes deliberately give the other owners a chance to buy out the petitioner, and courts have tools to appoint a custodian or receiver, freeze assets, and keep a business operating while the fight plays out. Knowing how those tools work, and when to use them, is usually what separates a clean exit from an expensive stalemate.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm that serves clients in Palm Beach County, Broward County, and throughout South Florida, including Lantana, Boca Raton, West Palm Beach, and Fort Lauderdale. The firm also represents clients from New York, New Jersey, and Connecticut who hold business or real estate interests here. Business divorce, partnership and member disputes, and conflicts among shareholders sit at the center of the practice, along with complex contract litigation, disputes over missing funds, partition actions, and injunctions.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation. 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 handling business and real estate cases in state and federal courts. That combination matters in dissolution work, where a dispute that starts in circuit court can include federal claims or out-of-state owners.

The firm practices as a true legal team, which means everyone working on a matter knows the file, and it keeps a strict 24 hour return call policy. In a dissolution fight, where an owner may be watching company funds move in real time, that responsiveness is practical rather than cosmetic. The firm is experienced in mediation and arbitration as well as litigation, and Mr. Schwartz’s stated philosophy is to use finesse when finesse will do and to pursue the resolution that fits the client’s goals and budget. A recent example of the firm’s trial work: 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 record-building and detailed written advocacy carries over directly into contested dissolution cases.

Dissolution Situations That Bring Lantana Owners to Court

• Deadlocked LLC Members: Two members with equal votes cannot approve a budget, a sale, or a lease renewal. Florida’s LLC statute allows a member or manager to seek judicial dissolution when owners are deadlocked, cannot break the impasse, and the company faces irreparable injury.
• Misappropriated or Wasted Assets: One owner is diverting receipts, paying personal expenses from company accounts, or letting assets dwindle. Misappropriation or waste that injures the company is a separate statutory ground for dissolving an LLC.
• Operating Agreements That Cannot Be Followed: When it is no longer reasonably practicable to run the business under the articles and the operating agreement, a court may step in, particularly where the agreement is silent or contradictory about exits.
• Illegal or Fraudulent Control: Controlling managers or members who have acted, are acting, or are reasonably expected to act illegally or fraudulently expose the company to dissolution on petition of another owner.
• Abandoned Corporations: A shareholder in a corporation that has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve may ask a circuit court to finish the job.
• Minority Shareholders Frozen Out: Shareholders shut out of decisions, distributions, or information can petition for dissolution or another remedy, and the corporation or the other shareholders can respond by electing to buy the petitioner’s shares at fair value.
• Family-Owned Companies: Siblings, parents and children, or in-laws who share ownership face questions of control, pay, and succession on top of the legal ones, and these cases require discretion alongside firm financial protection.
• Companies Holding Real Estate: When the entity’s main asset is a building or parcel, dissolution often runs alongside partition, title, or sale questions that need to be coordinated rather than litigated separately.

What to Do When Owners Can No Longer Run the Company Together

Start by gathering the documents that will govern everything else: the articles of incorporation or organization, the operating agreement or shareholder agreement, any buy-sell or deadlock provisions, and recent financial statements and bank records. The operating agreement matters more than most owners expect. If it contains a deadlock sale mechanism that is initiated before a court finds that deadlock grounds exist, that mechanism can displace a judicial dissolution order or a court-ordered buyout. For corporations, 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. Reading these provisions before anyone files anything is the single most useful step.

Next, preserve evidence of what is happening to the money and the business. Download account statements you are entitled to see, document missed distributions, and keep written communications with your co-owners. Avoid self-help, such as locking a partner out of systems, withdrawing funds, or changing credentials, since those moves can hand the other side a counterclaim. If assets are being moved or spent, the right response is a request for court relief, not a race to do the same thing. In a dissolution case a court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets, and before appointing a receiver or custodian for an LLC the court must hold a hearing after notice to the parties.

Where the case will be heard depends on the facts. Disputes involving Lantana-based companies and Palm Beach County owners are generally filed in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, with the main courthouse in West Palm Beach. Cases involving Broward County companies or owners belong in the Seventeenth Judicial Circuit, which sits in and for Broward County and has a complex business division that handles, among other things, dissolution of certain business entities. Claims above the county court’s civil limit go to circuit court, and dissolution petitions are circuit court matters. When federal jurisdiction exists, the Southern District of Florida sits in West Palm Beach and Fort Lauderdale. Timing also matters on the contract side: a claim founded on a written agreement generally carries a five-year limitations period, while oral or implied contract claims carry four years, and a fraud claim runs four years from discovery with an outer cap of 12 years. Waiting does not make a partner dispute better, and delay can narrow which claims remain available.

How Florida Dissolution Cases Typically Unfold

Most contested dissolution cases begin with a petition or complaint identifying the statutory ground, followed quickly by a request for interim relief. For a corporation, the company must notify every shareholder other than the petitioner within 30 days of the start of a judicial dissolution proceeding that they may avoid dissolution by electing to purchase the petitioner’s shares. That notice often changes the entire character of the case, because it converts a fight about whether to dissolve into a fight about what the petitioner’s shares are worth.

The buyout election is where many of these disputes are actually resolved. The corporation, or if it does not elect, one or more shareholders, may elect to buy all shares owned by the petitioner 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 election is irrevocable unless the court finds it equitable to set it aside or modify it, so an owner who elects to buy should have a realistic picture of value and financing first. On the LLC side, a court that finds sufficient merit may order the purchase of a petitioning member’s interest or appoint a receiver or custodian rather than ordering dissolution outright.

Valuation is usually the most expensive and contested piece. Disagreements about discounts, goodwill, owner compensation, and what the books really show require financial experts and careful document discovery. When the evidence points to missing or commingled funds, the case often grows an accounting claim and a breach of fiduciary duty claim alongside the dissolution request. If no resolution is reached, the case proceeds toward a bench trial or, where agreements require it, arbitration. Throughout, mediation is a realistic option, and the firm weighs cost against outcome rather than prolonging a case for its own sake.

Common Questions About Corporate and LLC Dissolution in Florida

What is the difference between dissolving a corporation and dissolving an LLC in Florida?

They are governed by different statutes with different grounds. Corporations fall under Chapter 607 and LLCs under Chapter 605. The LLC statute lists specific grounds such as deadlock with irreparable injury, misappropriation of assets, and impracticability under the operating agreement. The corporate statute includes grounds like abandonment of the business and offers the buyout election that lets the company or other shareholders avoid dissolution.

Can a minority owner force a company to dissolve?

A minority owner can petition a circuit court, but needs a statutory ground, such as deadlock, misappropriation of assets, or illegal conduct by those in control. Success is not automatic, and the court can order alternatives such as a buyout, a custodian, or a receiver instead of dissolution.

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

In a corporate dissolution proceeding, the company or the other shareholders may elect to buy the petitioner’s shares at fair value. If the parties agree on value and terms within 60 days after the first election is filed, the court enters an order on those terms. Otherwise the court decides fair value.

Does my operating agreement control whether a court will dissolve the company?

It carries real weight. A deadlock sale provision in an operating agreement that is initiated before a court finds that deadlock grounds exist can apply in place of a dissolution order or a court-ordered buyout. The agreement’s buyout, expulsion, and dissociation terms also shape what leverage each owner has.

Can a court appoint someone to run the business while the case is pending?

Yes, on a showing of sufficient merit. A court in an LLC case can appoint a receiver or custodian after a hearing with notice to the parties, and in a corporate dissolution case it can appoint a receiver or custodian, issue injunctions, and take other steps to preserve assets and carry on the business until a full hearing.

How long do I have to bring a claim against a partner who took company money?

It depends on the claim. An action founded on a written instrument generally has a five-year period, a claim not founded on a written instrument has four years, and a fraud claim has four years from discovery, capped at 12 years. Because several theories may apply to the same conduct, the earliest deadline is the one to plan around.

Can a partner I suspect of diverting funds be stopped before the case ends?

Often yes. Courts can issue temporary injunctions and other interim relief to prevent assets from being moved or spent while a dispute is pending, and the firm regularly seeks early and emergency relief in these situations.

My co-owner lives in another state. Does that change anything?

It can affect where the case is filed and whether federal court is an option, but the company’s Florida status and Florida property usually keep the dispute in Florida courts. The firm represents clients from New York, New Jersey, and Connecticut and handles the local court appearances so out-of-state owners do not have to travel for every hearing.

What if the company owns real estate that the owners cannot agree on?

Dissolution and real estate disputes frequently overlap. Depending on how title is held, remedies can include dissolution and sale through the entity, or a partition action asking the court to divide the property or order its sale. A partition judgment appoints commissioners, and if the property cannot be divided without prejudice to the owners, the court may order a public sale with proceeds divided by interest. Coordinating these paths early avoids contradictory rulings.

Is it worth hiring a lawyer if I just want to wind the company down peacefully?

Often yes, even in an agreeable wind-down. Creditor claims, tax filings, distribution of remaining assets, and release language between owners are all places where a cooperative dissolution can go wrong later. A short review up front is far cheaper than a dispute over a distribution that was done informally.

Will my case have to go to trial?

Not necessarily. Many dissolution disputes resolve through negotiation, mediation, or a buyout election, and the firm is experienced in mediation and arbitration as well as litigation. A trial remains available when talks fail.

Serving Lantana and Surrounding Palm Beach County Business Owners

The firm’s corporate dissolution work starts with Lantana and the neighboring Palm Beach County communities of Lake Worth Beach, Hypoluxo, Manalapan, Boynton Beach, and Greenacres, and extends south through Delray Beach, Boca Raton, and Highland Beach. Moving north, the firm represents owners in West Palm Beach, Palm Beach Gardens, Jupiter, Wellington, Royal Palm Beach, and Belle Glade, and it serves businesses and property holders throughout Palm Beach County.

Across the county line, the firm serves Broward County clients in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, and the surrounding communities, where the Seventeenth Judicial Circuit and its complex business division handle many dissolution disputes. The firm also represents owners who live in New York, New Jersey, and Connecticut but hold companies or real estate interests in South Florida, and it works with referring attorneys, both in and out of state, whose clients need a Florida business litigator.

Speak With a Lantana Corporate Dissolution Attorney Before the Dispute Hardens

Whether you want out of a company, want to keep it and buy out a partner, or need to stop money from leaving while a case is decided, the options narrow as time passes. The Andrew M. Schwartz Legal Team brings 37 years of litigation experience and a team that knows your file to every dissolution matter. Contact the firm to discuss your situation with a Lantana corporate dissolution attorney who can review your agreements, explain which statutory path fits your facts, and recommend the resolution that serves your goals and budget.