North Palm Beach Corporate Dissolution Attorney

Most owners who start down the road to dissolving a company are not trying to destroy it. They want one of three outcomes: a clean exit at a fair price, an orderly wind-down that does not strip them of their share, or a court order that forces a stalemate to end. The Andrew M. Schwartz Legal Team handles business divorce, partnership disputes, and corporate dissolution matters for owners, investors, and families in North Palm Beach, throughout Palm Beach County, and across Broward County, helping them reach whichever of those outcomes the facts support.

If you are searching for a North Palm Beach corporate dissolution attorney, the first thing to sort out is what kind of entity you are in and what kind of dissolution you actually need. Florida treats a corporation and a limited liability company under different statutes, with different grounds, different buyout mechanics, and different court powers. A voluntary wind-down by agreement is a very different undertaking from a shareholder or member asking a circuit court to dissolve a company over the objection of the people running it.

That distinction drives nearly every decision that follows, including whether dissolution is even the right remedy. In many disputes, a court-supervised buyout, an accounting, or an injunction freezing company assets does more for a minority owner than the dissolution itself.

Judicial Dissolution of an LLC Versus a Corporation in Florida

Owners often assume that “dissolving the company” is one procedure. It is not. Florida’s LLC statute lets a manager or member petition the circuit court for dissolution on specific grounds: the company’s activities are being conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles and operating agreement; those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; company assets are being misappropriated or wasted in a way that causes injury; or the managers or members are deadlocked, cannot break the deadlock, and the company is suffering or threatened with irreparable injury. The Department of Legal Affairs has its own separate route when an LLC was formed through fraud or keeps abusing its legal authority.

Corporations have their own statute. A circuit court may dissolve a corporation or grant a lesser remedy, and one ground available to a shareholder is that the corporation has abandoned its business and has failed, within a reasonable time, to liquidate, distribute its assets, and dissolve. A corporation can also ask the court to keep a voluntary dissolution going under judicial supervision.

What this means in practice is that your pleading has to fit the ground. A corporate dissolution attorney who treats a deadlocked two-member LLC the same way as a closely held corporation with a dominant shareholder will draft the wrong complaint. The facts you can prove, not the frustration you feel, determine which door is open.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s most difficult business and real estate disputes, serving North Palm Beach, West Palm Beach, Boca Raton, Fort Lauderdale, and the rest of Palm Beach and Broward Counties. 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. His career has been built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders, which is the exact terrain dissolution cases cover.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in both state and federal courts. The firm practices as a true legal team, so everyone working on your matter knows the file and can answer when you call. A strict 24 hour return call policy applies when the attorneys are in court or otherwise unavailable.

Relevant proof of trial work: after a 5-day bench trial, a Broward County circuit court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That matters in a dissolution dispute because these cases are frequently decided on the written agreements and the documented history between the owners, and they are tried to a judge, not a jury. The firm is also experienced in mediation and arbitration, and aims for the resolution that serves the client’s goals and budget rather than prolonging a case for its own sake. Many matters reach the firm as referrals from other attorneys, including out of state lawyers whose clients own South Florida businesses.

Situations That Lead Owners to Seek Dissolution or a Buyout

• Deadlocked Management: Two 50/50 owners, or an even-numbered board, who cannot agree on a sale, a major expense, or who runs daily operations. Deadlock plus irreparable injury is a recognized statutory ground for LLCs, and operating agreements sometimes contain their own deadlock sale mechanism that can displace a court-ordered result if it is invoked in time.
• Diverted or Misappropriated Company Funds: A partner or manager is paying personal expenses from company accounts, commingling funds, or cannot account for distributions. Waste and misappropriation causing injury is its own ground for LLC dissolution and often supports claims for an accounting and breach of fiduciary duty.
• Freeze-Out of a Minority Owner: The majority stops paying distributions, cuts the minority out of information and decisions, or pays itself through compensation instead. The minority owner’s realistic goal is usually a fair-value buyout rather than the death of the business.
• Abandoned Businesses That Never Wound Down: A company stops operating but nobody liquidates, pays creditors, or distributes what is left. For a corporation, failure to liquidate and dissolve within a reasonable time after abandonment is a shareholder ground for court action.
• Family Business Breakups: Siblings who inherited a company together, parents and children with different plans, or spouses and in-laws sharing ownership. These disputes mix control and compensation questions with family history and call for discretion alongside firm protection of financial interests.
• Illegal or Fraudulent Conduct by Controlling Owners: Those in control have acted, are acting, or are expected to act in ways that violate the law or defraud the company or its other owners, which supports dissolution for an LLC and can justify emergency relief.
• Companies That Cannot Practically Follow Their Own Governing Documents: The business purpose has failed, a required member is gone, or the operating agreement no longer fits how the company actually runs, making it not reasonably practicable to continue.
• Real Estate Held Through the Entity: When the company’s main asset is a property, dissolution disputes overlap with partition and title questions, and the way the property is held changes what remedies are available.

Buyouts, Receivers, and the Remedies Between Doing Nothing and Dissolving

Dissolution is the nuclear option, and Florida’s statutes deliberately offer alternatives. In an LLC dissolution proceeding, once a petitioner shows enough merit, the court may appoint a receiver or custodian or order the company, or the other members, to purchase the petitioning member’s interest. Before appointing a receiver or custodian, the court must hold a hearing after notifying the parties and any interested person it designates.

For corporations, the buyout mechanism is more detailed. When a shareholder files a dissolution proceeding on certain grounds, the corporation can elect, or if it does not, one or more of the other shareholders can elect, to buy all of the petitioner’s shares at fair value. The corporation must notify the remaining shareholders within 30 days of the proceeding’s commencement that they may avoid dissolution by electing to buy. 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 the decision to elect, or to resist an election, deserves careful thought before anyone signs or files.

Two further points matter early. A shareholder agreement or operating agreement may contain a deadlock sale provision, and filing a dissolution action on certain corporate grounds does not cut off a shareholder’s right to initiate an available deadlock sale. And during a corporate dissolution case, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets and keep the business running until a full hearing. For clients worried that assets are being moved or spent, that protective power is often the most important part of the case.

What to Do and Where to Go When a Business Relationship Is Breaking Down

Start with the documents. Gather the articles of incorporation or organization, the operating agreement or shareholder agreement, any buy-sell or deadlock provisions, amendments, capital contribution records, tax returns, bank statements, and the company’s financial statements. The language of those agreements frequently decides the dispute, and some include notice requirements, mandatory mediation or arbitration clauses, or a built-in buyout formula that must be followed before anyone files.

Preserve evidence without crossing lines. Keep copies of what you are legitimately entitled to see as an owner, and write down dates of transactions that concern you. Do not remove company records or access accounts you are not authorized to use; doing so can hand the other side a counterclaim and undercut a case that should be about their conduct.

Watch the clock on related claims. Florida gives five years to sue on a written contract and four years on an oral or implied one. A fraud claim runs four years from discovery, with an outer limit of 12 years. A professional malpractice claim, such as one against an accountant who mishandled the books, is two years from when it was or should have been discovered. Because a dissolution case often travels with contract, fiduciary, and fraud claims, the earliest deadline among them controls how quickly you need to act.

On the court side, North Palm Beach sits in Palm Beach County, which is covered by the Fifteenth Judicial Circuit, and dissolution petitions are filed in the circuit court there. The county’s court facilities include a main courthouse in West Palm Beach and a north county courthouse in Palm Beach Gardens, and the circuit civil division handles disputes above the county court’s monetary limit, which is adjusted periodically. Federal court in the Southern District of Florida sits in West Palm Beach and Fort Lauderdale, though ordinary dissolution disputes between Florida owners are usually state court matters.

The mistake we see most often is waiting while one owner quietly drains value. Another is signing a buyout offer or a “temporary” operating arrangement without understanding how it changes your remedies. Talk to counsel before you sign, resign a position, or stop participating in management, because each of those can affect what a court will later grant.

Frequently Asked Questions About Corporate and LLC Dissolution in Florida

What is the difference between voluntary and judicial dissolution?

Voluntary dissolution is chosen by the company’s owners according to the law and their governing documents. Judicial dissolution is ordered by a circuit court after an owner, or in some cases a state agency, proves statutory grounds. Voluntary dissolution can also be placed under court supervision if the company asks.

Can a minority shareholder or member ask a court to dissolve the company?

Yes, if the statutory grounds are met. LLC members and managers may petition on grounds such as deadlock with irreparable injury, misappropriation of assets, or illegal conduct by those in control. Shareholders of a corporation have their own grounds, including an abandoned business that was never liquidated. Ownership percentage is not what matters; proving a ground is.

Can the other owners stop dissolution by buying me out?

Often, yes. In corporate dissolution proceedings under the relevant statute, the corporation or other shareholders may elect to purchase the petitioner’s shares at fair value, which avoids dissolution. For LLCs, the court can order a buyout of the petitioning member’s interest. Fair value then becomes the central fight.

How is fair value decided?

The parties can agree within the statutory window, which is 60 days after the first election in the corporate context. If they cannot, the court determines fair value, usually with expert valuation testimony. Whether discounts apply and how the business is valued are frequently the most contested issues.

Does my operating agreement matter if I want to go to court?

Very much. It may require mediation or arbitration first, set a buyout formula, or include a deadlock sale provision that takes priority if it is initiated before the court finds deadlock grounds. Reading the agreement is the first task in nearly every dissolution matter.

What happens to company assets while the case is pending?

The court has tools to preserve them, including injunctions, a receiver, or a custodian. A receiver or custodian for an LLC requires a hearing with notice. These measures are used when there is credible evidence that assets are being moved, wasted, or misused.

Can I recover money a partner took from the company?

You may have claims for an accounting, breach of fiduciary duty, conversion, and recovery of the funds, depending on who holds the claim. Some are brought derivatively on behalf of the company rather than personally, and the framing of the claim affects who receives any recovery.

Will dissolution force the sale of our real estate?

Not automatically. If the property is held by the company, it is part of the winding-up. If it is held by co-owners directly, a separate partition action may be the right tool, in which the court divides the property or orders it sold, typically at public auction, with proceeds divided among owners. The way title is held shapes the path.

How long does a dissolution case take in Palm Beach County?

It varies widely. Cases resolved by buyout within the statutory negotiation window can finish quickly, while contested valuation or fraud claims tried to a judge take far longer. Emergency relief can be sought early, often while the larger case continues. Case management tracks in the Fifteenth Circuit also influence the schedule.

I live in New York, New Jersey, or Connecticut. Can I handle this without traveling?

Largely, yes. The firm regularly represents out of state clients with South Florida business or real estate interests, handles the local court appearances, and keeps clients informed, with scheduled conference calls at times that work for everyone.

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

Often, because the cost of a bad exit can exceed the cost of advice. Even a modest company may hold property, receivables, or personal guaranties. An early consultation can show whether a negotiated buyout, mediation, or a court filing makes more sense for your budget.

Serving Dissolution and Business Divorce Clients in North Palm Beach and Beyond

The firm represents owners in North Palm Beach and the neighboring Palm Beach County communities of Palm Beach Gardens, Juno Beach, Jupiter, Tequesta, Lake Park, Riviera Beach, and Singer Island. Moving south, clients come from West Palm Beach, Palm Beach, Lake Worth, Wellington, Royal Palm Beach, Boynton Beach, Delray Beach, and Boca Raton.

The team also serves Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, and Parkland. Clients from New York, New Jersey, and Connecticut who hold business interests or real estate in South Florida are served as well, whether the other owners are in Palm Beach County or Broward County.

Speak With a North Palm Beach Corporate Dissolution Lawyer

If a partner, co-member, or fellow shareholder has pushed your company to the point where winding it down, forcing a buyout, or freezing its assets is on the table, a conversation with a North Palm Beach corporate dissolution lawyer can clarify which remedy fits your facts before positions harden. The Andrew M. Schwartz Legal Team will review your agreements, explain what Florida law allows for your type of entity, and help you decide whether to negotiate, mediate, or litigate. Call to schedule a consultation.