Lighthouse Point Corporate Dissolution Attorney

Broward County is where a corporate dissolution dispute involving a Lighthouse Point company will usually be heard, in the Seventeenth Judicial Circuit, which maintains a complex business division that handles the dissolution of certain business entities alongside large commercial cases. The Andrew M. Schwartz Legal Team handles business divorce, partnership and member disputes, and judicial dissolution for owners in Lighthouse Point and across Broward and Palm Beach Counties. If you are looking for a Lighthouse Point corporate dissolution attorney, the first thing to understand is that dissolving a company is rarely a single decision. It is a series of choices about control, money, and timing, and the order in which you make them often determines what you walk away with.

Many Lighthouse Point companies are small, closely held businesses: marine and boating-related ventures, professional practices, real estate holding companies, and family-run operations owned by two or three people. When those owners stop agreeing, the company can stall. Bank accounts need two signatures, contracts go unsigned, and one owner may keep operating the business while the other watches from the outside. Florida law gives co-owners real tools for these situations, but only if the right claim is brought on the right grounds, and an owner who waits can lose leverage while assets are spent or moved.

Why Choose the Andrew M. Schwartz Legal Team for a Shareholder or Member Dissolution

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s most difficult business and real estate disputes, serving Lighthouse Point, Pompano Beach, Fort Lauderdale, Boca Raton, West Palm Beach, and the rest of Broward and Palm Beach Counties. 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 state and federal courts. That matters in dissolution work because these disputes sometimes cross into federal court or run alongside real estate claims. The firm practices as a true legal team, so everyone working on your matter knows the file, and a strict 24 hour return call policy applies when the attorneys are in court. The attorneys are experienced in mediation and arbitration as well as courtroom litigation, and they look for the resolution that fits the client’s goals and budget rather than prolonging a case.

The firm’s trial work is also relevant here. After a 5-day bench trial in Broward County Circuit Court, the court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. Dissolution cases often turn on the same skills: reading an agreement closely, building the factual record of how the parties actually dealt with each other, and presenting it to a judge who will decide without a jury.

Situations That Lead Lighthouse Point Owners to Seek Dissolution

• Deadlocked Ownership: Two 50/50 owners disagree on a major decision and neither can outvote the other. Florida’s LLC statute treats an unbreakable deadlock that threatens or causes irreparable injury as grounds for judicial dissolution, and the corporate statute has comparable remedies for shareholders.
• Misappropriated or Wasted Assets: A manager or controlling owner is diverting company funds, paying personal expenses from the business, or letting assets drain. This is an independent ground for dissolving an LLC and often supports a request for emergency relief.
• Operating Agreement Impossibility: The company can no longer reasonably carry on its activities as the articles and operating agreement require, for example because a required member has left or a licensed role cannot be filled.
• Abandoned Businesses: A corporation has stopped operating but never wound down, leaving debts, tax filings, and leftover assets in limbo. A shareholder can ask the court to force liquidation and dissolution.
• Illegal or Fraudulent Control: Controlling owners have acted, are acting, or are reasonably expected to act illegally or fraudulently, which can justify court intervention for the minority owner.
• Family Business Breakups: Siblings who inherited a company, parents and children with different plans, or in-laws holding shares who cannot agree on compensation, control, or exit.
• Dissolution Combined With Real Property: A company whose main asset is a building or parcel, where ending the business also means dividing or selling the real estate through partition or resolving title questions.
• Buyout Instead of Breakup: Situations where one side wants out but the other wants to keep the business, and a court-supervised purchase of the departing owner’s interest is the realistic outcome.

What to Do Now if Your Co-Owner Relationship Has Broken Down

Start with the documents, because they control more than most owners expect. Pull the articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell terms, and every amendment. Look specifically for a deadlock sale provision, a buyout formula, a dispute resolution clause requiring mediation or arbitration, and any language on expulsion or dissociation. Under Florida’s LLC statute, if the agreement contains a deadlock sale mechanism that is initiated before the court finds deadlock grounds exist, that mechanism applies in place of a dissolution order or a court-ordered purchase, so the sequence of what you file and what you trigger can matter a great deal. Do not file or send anything until someone has read the agreement against your facts.

Next, preserve the financial record. Gather bank statements, tax returns, general ledgers, capital contribution records, distribution history, and any emails or texts about money. If you suspect funds are being moved, say so early to counsel, because Florida courts handling dissolution proceedings can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets while the case is pending. For an LLC, the court must hold a hearing after notifying the parties before appointing a receiver or custodian, so a request needs to be supported with real evidence rather than suspicion.

Understand the choice you may be forced to make about a buyout. In a corporate dissolution case brought by a shareholder on the grounds covered by the statute, the corporation may elect to buy the petitioner’s shares at fair value, and if it does not, other shareholders can make that election. The corporation must notify the non-petitioning shareholders within 30 days after the proceeding begins that they may avoid dissolution this way. 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 neither side should treat it casually. For the owner who actually wants out, a petition for dissolution is often the lever that produces a buyout.

On venue, a dissolution case for a company operating in Lighthouse Point is typically filed in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, with matters heard at the Broward courthouses in Fort Lauderdale and the regional courthouses. The Seventeenth Circuit allows qualifying cases to be filed directly into its complex business divisions through a designated form, and the clerk then randomly assigns the case to one of those divisions. If the company or property has ties to Palm Beach County, the Fifteenth Judicial Circuit in and for Palm Beach County, sitting in West Palm Beach, may be the proper forum. Claims that arise from a written agreement carry a five-year limitations period, while oral or implied agreements carry four, so do not assume you have unlimited time to act on a related contract claim.

The most common mistakes we see are signing a new agreement or release under pressure, continuing to fund a company while the other owner controls the cash, and treating informal promises as protection. Another is moving first on a self-help remedy, such as locking out a co-owner or changing bank signers, which can create counterclaims. Talk to counsel before you take any step that changes who controls the business.

How Florida Courts Handle Judicial Dissolution of an LLC or Corporation

The legal test depends on the entity type. For a limited liability company, a manager or member can petition the circuit court on several defined grounds: that all or substantially all of the company’s activities are conducted unlawfully; that it is not reasonably practicable to carry on activities in conformity with the articles and operating agreement; that controlling managers or members have acted, are acting, or are reasonably expected to act illegally or fraudulently; that company assets are being misappropriated or wasted, causing injury; or that managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or being suffered. The state’s Department of Legal Affairs can also seek dissolution where an LLC obtained its articles through fraud or continues to abuse its legal authority.

For a corporation, a circuit court may dissolve it or order another remedy, including on a shareholder’s petition when the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. A shareholder who files a dissolution action on certain grounds, or who is the subject of a purchase election, does not give up the right to start a deadlock sale provision in a shareholder agreement that meets the statutory requirements. That detail is easy to overlook and can change strategy.

Dissolution is also not always the end goal. Courts have remedies short of shutting a company down, including ordering a buyout of the petitioning owner, appointing a custodian to keep the business running, or supervising a voluntary dissolution already underway. Part of the work is deciding which outcome serves the client. A minority owner may do better with a fair-value buyout than with a liquidation sale, while an owner who has been shut out of a failing company may need the court to freeze assets first. Valuation is often the real fight, and it is where financial records and expert analysis do the most work.

Frequently Asked Questions About Corporate and LLC Dissolution

What is the difference between a business divorce and a corporate dissolution?

A business divorce is the broader separation of co-owners, which can end in a negotiated buyout, a sale, a wind-down, or a court order. Corporate dissolution is one formal route within that, where the company’s existence is ended and its affairs are liquidated.

Can a minority owner force the dissolution of a Florida company?

Not automatically. A minority member or shareholder must show one of the statutory grounds, such as deadlock, misappropriation of assets, illegal conduct by those in control, or abandonment. Without a recognized ground, the more realistic path may be a buyout negotiation or a claim for breach of fiduciary duty.

What happens if my operating agreement says nothing about dissolution?

Florida’s statutes fill the gap. The court-supervised grounds for dissolving an LLC apply regardless of silence in the agreement, and the agreement’s silence does not prevent a petition.

Will the court appoint someone to run the company during the case?

It can. On a showing of sufficient merit, the court may appoint a receiver or custodian, but only after a hearing with notice to the parties. Courts can also issue injunctions to prevent assets from being moved or spent.

Can I stop my partner from draining the company’s bank account?

Possibly through an injunction. Emergency and temporary injunctive relief is available in dissolution and related fiduciary claims when assets are at risk. You will need documentation showing what is happening and why waiting would cause harm.

What does “fair value” mean in a buyout?

It is the value the court uses when ordering a purchase of a departing owner’s shares or interest. It is typically contested, and the parties often present competing financial analyses. Agreeing on value within the statutory window avoids a court-determined number.

If I file a dissolution petition, can the other owners just buy me out?

For a corporation, yes, that is a built-in feature. The company or other shareholders can elect to buy the petitioner’s shares at fair value to avoid dissolution, and that election is generally irrevocable. Filing is sometimes the way to force a fair exit.

Does a deadlock sale clause in our agreement change my options?

It can. If a valid deadlock sale provision is initiated before the court determines that deadlock grounds exist, it can displace a dissolution order or a court-ordered buyout. Review the clause carefully before filing anything.

My company owns real estate. What happens to the property in a dissolution?

The property is an asset of the company and is typically sold, distributed, or otherwise addressed in the winding up. If owners hold property directly as co-owners, a partition action may be the better tool, and the court can divide the land or order a sale with proceeds shared by ownership interest.

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

Often yes, because small companies tend to have the least formal paperwork and the most personal conflict. Early advice on the agreement, the records, and the buyout options can keep a disagreement from becoming a long and expensive lawsuit.

Do I have to go to court to dissolve a company?

No. Many owners resolve these disputes through negotiation, mediation, or arbitration, and an agreed buyout or wind-down is common. Litigation is the backstop when the other side will not engage or is putting assets at risk.

I live out of state but co-own a Florida business. Can you handle the case?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, and handles the local court appearances so you do not have to travel for every hearing.

Serving Dissolution and Business Divorce Clients Throughout Broward and Palm Beach Counties

The firm represents co-owners from Lighthouse Point and neighboring Pompano Beach, Deerfield Beach, and Hillsboro Beach, and throughout Broward County in Fort Lauderdale, Oakland Park, Coral Springs, Parkland, Plantation, Davie, Hollywood, and Weston. Heading north, we serve owners in Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth, West Palm Beach, and Palm Beach Gardens. Business divorce disputes in these communities often involve closely held companies, family ventures, and investment properties, and many of our clients live elsewhere, including New York, New Jersey, and Connecticut, while their partners or properties are here in South Florida.

Speak With a Lighthouse Point Corporate Dissolution Attorney

If you are a co-owner who is deadlocked, shut out, or watching company money disappear, the right move depends on your agreement, your records, and what you actually want to end up with: a buyout, a clean wind-down, or a court order. A Lighthouse Point corporate dissolution attorney at the Andrew M. Schwartz Legal Team can review your documents, explain the options available under Florida law, and tell you candidly which path fits your goals and budget. Call the firm to schedule a consultation and get your questions answered before the situation gets harder to fix.