Palm Beach County Corporate Dissolution Attorney

Owners in Palm Beach County who are weighing whether to shut a company down, force a buyout, or ask a judge to step in are making a decision that rarely can be undone. The Andrew M. Schwartz Legal Team handles partnership disputes, business divorce, and corporate and LLC dissolution for business owners, investors, and families across Palm Beach County, Broward County, and South Florida. If you are searching for a Palm Beach County corporate dissolution attorney, the first thing to know is that dissolution is not one procedure. It is a set of remedies that depend on the type of entity, what your governing documents say, and what the other owners have been doing.

The consequences land fast. A frozen company cannot make decisions, pay vendors, or renew leases. Bank accounts get fought over. A partner who controls the books can keep spending while you wait for a hearing. Dissolution cases are often really about stopping that damage, then deciding whether the business gets sold, split, bought out, or wound down.

Florida treats corporations and LLCs under different statutes, and the differences matter. The grounds, the buyout rights, and the tools a judge can use are not the same for a shareholder in a corporation as for a member of an LLC.

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 hardest business and real estate disputes, serving Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach and Broward Counties. Founder Andrew M. His practice has centered on complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University and his law degree at the University of Miami.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in both state and federal courts. That matters in dissolution work, where a dispute can start with a state court filing and still touch federal court depending on the parties and claims.

The firm practices as a true legal team, so everyone working on your file knows it. There is a strict 24 hour return call policy when we are in court. Clients who want a fight get one when the facts call for it, but Mr. Schwartz’s view is that most owners want a result that makes financial sense, not fees that outrun the value of the company. The firm is experienced in mediation and arbitration as well as courtroom litigation, which is often how a dissolution dispute actually ends.

On the proof side, after a five-day bench trial in Broward County Circuit Court, the firm won a 32-page final judgment granting its client specific performance of a commercial real estate contract. That kind of result reflects the work behind a dissolution case too: building a record, trying it to a judge, and holding up on the written agreement.

Situations That Lead Owners to Seek Dissolution in Palm Beach County

• Deadlocked Ownership: Two 50 percent owners, or a board split down the middle, cannot approve a budget, hire, sale, or lease. For an LLC, deadlock is a recognized ground for judicial dissolution when the members cannot break it and irreparable injury to the company is threatened or occurring.
• Misappropriated or Wasted Assets: A manager or controlling member is diverting company money, paying personal expenses, or letting assets drain. Florida’s LLC statute lists misappropriation or waste that causes injury as its own ground for dissolution.
• Illegal or Fraudulent Control: Controlling managers or members have acted, are acting, or are reasonably expected to act illegally or fraudulently, or the company’s affairs are being run unlawfully.
• Operating Agreement No Longer Workable: It is no longer reasonably practicable to run the company under its articles and operating agreement, often because the business purpose has collapsed or the owners cannot cooperate.
• Abandoned Corporations: A corporation that has stopped doing business and has failed, within a reasonable time, to liquidate, distribute assets, and dissolve can be brought to a close at a shareholder’s request.
• Minority Owner Squeeze-Outs: Majority owners cut off distributions, lock out a minority holder, or withhold information. These cases often resolve through a court-supervised buyout rather than a full shutdown.
• Family Business Breakups: Siblings who inherited a company, or parents and children with different plans, where the relationship and the ownership are tangled together.
• Co-Owned Real Estate Held Through an Entity: The company’s main asset is a property, and the owners disagree on selling it. Dissolution may run alongside a partition or title claim.

What to Do Right Now if Your Company Is Heading Toward Dissolution

Start with the documents. Pull the articles of incorporation or organization, the operating agreement or shareholder agreement, bylaws, buy-sell terms, and any amendments. Look for a deadlock sale provision, a buyout formula, a dispute resolution clause, or an arbitration requirement. These can control which path is available. Under Florida’s LLC statute, a deadlock sale provision that is started before the court finds deadlock grounds applies in place of a judicial dissolution order, so timing can matter.

Next, preserve the financial record. Get copies of bank statements, tax returns, general ledgers, capital contribution records, distribution history, and loan documents. If you have lawful access to the books, copy them now. If a partner controls them, tell your lawyer immediately, because an accounting claim and emergency relief may be needed.

Do not stop performing your own duties or move company money for your own benefit. Owners who respond to misconduct with their own self-help often hand the other side a counterclaim. Keep communications in writing and factual.

Mind the clock on related claims. Florida allows five years to sue on a written contract and four years on an oral one, and fraud claims run four years from discovery with an outer limit of 12 years. Breach of an operating agreement is generally a written-instrument claim. Waiting does not improve your position, and evidence tends to disappear.

On the court side, a dissolution case in Palm Beach County is filed in the Circuit Court of the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, with the main civil docket at the courthouse in West Palm Beach. Branch courthouses also operate in Palm Beach Gardens, Royal Palm Beach, Delray Beach, and Belle Glade. If the company or its owners are connected to Broward County, the Seventeenth Judicial Circuit sits there and has a complex business division that handles dissolution of certain business entities among other large commercial matters. The federal Southern District of Florida also holds court in West Palm Beach and Fort Lauderdale for cases that belong there.

How Judicial Dissolution Works for LLCs and Corporations

For LLCs, Florida law lets a member or manager ask the circuit court to dissolve the company on specific grounds, including deadlock, misappropriation of assets, unlawful conduct, or impracticability. The Department of Legal Affairs can separately seek dissolution if an LLC obtained its articles through fraud or keeps abusing the authority the law gives it. An LLC can also ask the court to supervise a voluntary dissolution already underway.

Once a petition shows enough merit, the court has options short of ending the company. It can appoint a receiver or custodian, but only after notice and a hearing. It can order the company or the other members to buy out the petitioning member’s interest. A request for dissolution often becomes leverage for a negotiated exit.

Corporations work differently. A shareholder can seek dissolution under the corporate statute on listed grounds, including abandonment of the business. In a shareholder proceeding on those grounds, the corporation, or if it does not act, one or more shareholders, may elect to buy 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. Within 30 days after the proceeding begins, the corporation must notify the other shareholders that they can avoid dissolution by electing to buy. An election to purchase is irrevocable unless the court finds it equitable to modify or set it aside.

While the case is pending, the court can issue injunctions, appoint a receiver or custodian, preserve corporate assets, and keep the business operating until a full hearing. Filing for dissolution also does not take away a shareholder’s right to start a deadlock sale provision in a compliant shareholder agreement.

Dissolution, Buyouts, and Real Estate: Where the Claims Overlap

Many dissolution fights involve property. If the company owns real estate, or the owners hold land together outside the entity, the same breakup can bring a partition claim. Florida partition actions are brought in chancery. The court can divide the land or, when division would harm the owners, order a sale at public auction with proceeds split by ownership share. Where the land came from a relative and the other statutory conditions are met, the heirs property rules apply and change how a sale is handled.

Title disputes can also sit inside a dissolution. A quiet title action lets the court cancel a competing claim and clear a cloud on ownership, and it may be filed in any county where part of the land lies. The firm handles partition actions, quiet title actions, and real estate litigation alongside business divorce, so the entity case and the property case can be coordinated instead of fought in separate silos.

Questions Palm Beach County Owners Ask About Dissolution

What is the difference between dissolving a company and a business divorce?

Dissolution is the legal process of ending an entity. Business divorce is the broader separation of the owners, which may end in dissolution, a buyout, a sale, or a wind-down. Many disputes labeled dissolution actually settle as a buyout.

Can I force dissolution of an LLC in Florida if my partner refuses?

Possibly. A member or manager can petition the circuit court on statutory grounds such as deadlock with irreparable injury, misappropriation or waste of assets, illegal or fraudulent control, or impracticability under the operating agreement. The court may order dissolution or a lesser remedy.

What if our operating agreement already has a buyout or deadlock sale clause?

It can control. A deadlock sale provision started before the court finds deadlock grounds applies instead of a dissolution order or a court-ordered buyout. Reading the agreement first is essential.

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

Yes. After notice and a hearing, a court can appoint a receiver or custodian for an LLC, and in corporate dissolution cases it can appoint one and take other steps to preserve assets and keep the business running.

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

No. If all owners agree, they can dissolve voluntarily or negotiate a buyout. Many contested cases also settle through mediation or arbitration after a petition is filed or threatened.

How is the value of my shares decided in a buyout?

For corporations, the statute calls for purchase at fair value, and the parties first try to agree. If they cannot, valuation becomes a contested issue, usually with competing financial experts. The agreement may also set a formula.

What happens to the money and assets while a dissolution case is pending?

Without protection, an owner in control can keep spending or moving assets. That is why injunctive relief and receivers are common tools. The firm seeks emergency relief when assets are at risk.

My partner is taking company money. Is that a dissolution case or a different claim?

It can be both. Claims for breach of fiduciary duty, an accounting, conversion, and recovery of funds can be brought alone or with a dissolution petition, and diverted funds can itself be a ground for dissolving an LLC.

Which court hears a dissolution case if the business operates in both Palm Beach and Broward?

That depends on where the entity and parties are connected and what the agreement says. Palm Beach County is in the Fifteenth Judicial Circuit and Broward County is in the Seventeenth, which has a complex business division. Venue is worth analyzing before filing.

I live in New York or New Jersey. Can I handle this without moving to Florida?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut who own South Florida businesses or property. We handle local court appearances and keep you informed so you do not travel for every hearing.

Does a family business dissolution work differently?

The law is the same, but the dynamics are not. Control, compensation, and succession are bound up with family relationships, so these cases call for discretion and often favor negotiated structures over a public trial.

Is it worth hiring a lawyer before filing anything?

Usually yes. The choice of remedy, the entity statute, and any deadlock or buyout clause shape the whole case. A short document review early can prevent a filing that triggers the wrong process.

Serving Business Owners Across Palm Beach County and South Florida

Our corporate dissolution work begins with Palm Beach County and the communities around West Palm Beach, including Palm Beach, Lake Worth Beach, Riviera Beach, and Royal Palm Beach. We represent owners in Boynton Beach, Delray Beach, Wellington, and Palm Beach Gardens, and in Jupiter, Greenacres, and Belle Glade. Boca Raton and Highland Beach are part of the same service area, as are the western and agricultural communities of the county.

Many of our dissolution and partnership matters also reach neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood. We also serve out-of-state owners from New York, New Jersey, and Connecticut whose co-owners, companies, or properties are in South Florida, whether the dispute is a shuttered operating company, a shared investment, or a closely held family business.

Speak With a Palm Beach County Corporate Dissolution Lawyer

If your company is deadlocked, your partner is draining it, or you need a clean exit from a business you can no longer run together, talk to a Palm Beach County corporate dissolution lawyer before positions harden. The Andrew M. Schwartz Legal Team will review your agreements, explain which dissolution or buyout path fits your situation, and tell you plainly what it is likely to cost and achieve.

Call to schedule a consultation. We answer the phone, and if we are in court we return calls within 24 hours.