Palm Beach Gardens Corporate Dissolution Attorney

The goal in a dissolution dispute is rarely to destroy a company; it is to get out of a failed ownership arrangement with your money, your property, and your standing intact. The Andrew M. Schwartz Legal Team handles business divorce, partnership disputes, and corporate and LLC dissolution for owners in Palm Beach Gardens, throughout Palm Beach County, and into neighboring Broward County. If you are looking for a Palm Beach Gardens corporate dissolution attorney, you are probably dealing with co-owners who cannot agree, a partner who has stopped acting in the company’s interest, or a business that has stalled because nobody can make a decision.

Dissolution in Florida is not a single event. Depending on the entity, it can mean a negotiated wind-down, a buyout that lets one owner keep the business, a sale, or a court order. The statutes for corporations and for LLCs are different, and the choice of path affects who ends up with the assets, who bears the losses, and how quickly money stops leaking out of the company. Getting that choice right early is most of the work.

Many of these disputes involve people who started the business together, inherited it together, or are related by blood or marriage. The firm handles the financial and legal side of those cases with the discretion they call for, while keeping the focus on protecting what each client has invested.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Palm Beach County, Broward County, and South Florida generally, including clients from New York, New Jersey, and Connecticut who own businesses or property here. Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. 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 in business and real estate cases in state and federal courts. That matters in dissolution work, where a dispute can start in a circuit court and end up with federal questions, or where a real estate holding sits at the center of the company. The firm practices as a true legal team: everyone working on a matter knows the file, and the firm keeps a strict 24 hour return call policy.

The firm’s results include a 32-page final judgment issued after a five-day bench trial in Broward County Circuit Court, awarding a client specific performance of a commercial real estate contract. Cases like that turn on documents, deal history, and careful trial preparation, the same skills that decide whether an operating agreement or shareholder agreement is enforced the way it was written. The lawyers are also experienced in mediation and arbitration, and they look for the resolution that fits the client’s goals and budget rather than prolonging a fight for its own sake. Out of state owners can rely on the firm to handle local court appearances, and a significant share of the practice comes from referrals by other attorneys.

Situations That Lead Owners to Seek Dissolution or a Buyout

• Deadlocked Ownership: Two 50/50 owners, or an even split of managers, who cannot agree on major decisions. For LLCs, Florida allows a member or manager to seek judicial dissolution when a deadlock cannot be broken and irreparable injury to the company is threatened or occurring.
• Misappropriation or Waste of Assets: A partner who diverts company funds, commingles accounts, or cannot account for money. This is a recognized statutory ground for dissolving an LLC and often pairs with claims for an accounting and breach of fiduciary duty.
• Controlling Owners Acting Illegally or Fraudulently: Where the people in control have acted, are acting, or are reasonably expected to act illegally or fraudulently, minority owners can ask a court to step in.
• A Business That Cannot Operate Under Its Governing Documents: When it is not reasonably practicable to carry on the company’s activities in line with its articles and operating agreement, dissolution may be the realistic answer.
• Abandoned Corporations: A shareholder in a Florida corporation can seek dissolution where the company has abandoned its business and failed, within a reasonable time, to liquidate, distribute assets, and dissolve.
• Minority Shareholder Oppression: Owners squeezed out of decisions, distributions, or information, who want either fair value for their shares or a court-supervised end to the company.
• Family and Friend-Run Businesses: Siblings, parents and children, spouses, or in-laws who share ownership and now disagree about control, compensation, or succession.
• Shared Real Estate Held Through the Company: Dissolution that cannot be separated from a property, which may involve a partition action or a title dispute alongside the corporate case.

Corporations and LLCs Follow Different Dissolution Rules

Florida’s corporate statute and its LLC statute give owners different tools, and the first question in any engagement is which one governs. For an LLC, a manager or member can petition a circuit court for dissolution on several grounds: the company’s affairs are being conducted unlawfully; it is not reasonably practicable to operate under the articles and operating agreement; controlling managers or members have acted or are expected to act illegally or fraudulently; assets are being misappropriated or wasted to the company’s injury; or managers or members are deadlocked and irreparable injury is threatened or being suffered. Separately, the state’s Department of Legal Affairs can seek dissolution of an LLC that obtained its articles through fraud or has continued to exceed or abuse its lawful authority.

For a corporation, a shareholder can seek judicial dissolution on grounds that include abandonment of the business without a timely liquidation. The corporate statute also builds in an exit that many owners overlook. In a shareholder-initiated dissolution proceeding, the corporation, or failing that one or more of the other shareholders, may elect to purchase 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 of the proceeding’s commencement, the corporation must notify the other shareholders that they may avoid dissolution by electing to buy. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it, so the decision to make or respond to one should never be casual.

In both settings, the operating agreement or shareholder agreement can change the outcome. A deadlock sale provision, sometimes called a shotgun or buy-sell clause, may take priority over a judicial dissolution order if it is initiated and carried out in the way the statute requires. Initiating a judicial dissolution action on certain grounds does not by itself strip a shareholder of the right to start an available deadlock sale under a compliant shareholder agreement. Reading those clauses closely, and sequencing the moves correctly, can decide whether a client controls the process or reacts to it.

What to Do While a Dissolution Dispute Is Developing

Start by gathering the governing documents: the articles of incorporation or organization, the operating agreement or shareholder agreement, any buy-sell or deadlock provision, amendments, and the company’s formation filings. Those documents determine your rights more than anything else. Then collect the financial record, including bank statements, tax returns, distribution histories, loan documents, capital contribution records, and any accounting reports. If you suspect funds are being diverted, preserve what you can lawfully access and avoid retaliatory moves such as locking co-owners out or draining accounts, which can create claims against you and weaken your position.

Pay attention to timing. Florida’s limitations periods run on different clocks depending on the claim: five years for an action founded on a written instrument, four years for contract claims not founded on a written instrument and for rescission, and four years from discovery for fraud, with an outer limit of 12 years. Disputes over an operating agreement usually fall in the written-instrument category, but fraud and fiduciary claims layered on top can run differently, and delay can also undermine a request for emergency relief.

If assets are at risk, ask about early court intervention. In a corporate dissolution proceeding the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve company assets while the case is pending. In an LLC case, the court can, on a showing of sufficient merit, appoint a receiver or custodian or order a buyout of a petitioning member’s interest, and it must hold a hearing after notice to the parties before appointing a receiver or custodian. These cases are filed in circuit court. Palm Beach County cases belong to the Fifteenth Judicial Circuit, and the county’s North County Courthouse sits in Palm Beach Gardens, though larger civil matters are typically handled through the main courthouse in West Palm Beach. If the dispute reaches Broward County, the Seventeenth Judicial Circuit has a complex business division that handles, among other things, dissolution of certain business entities. Federal claims in the region go to the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale, among other places.

Finally, talk to counsel before you confront your partner or sign anything. A lawyer can tell you whether a negotiated buyout, a mediated separation, or a petition for dissolution gives you the strongest footing, and can often make a negotiated route work precisely because a credible court option exists in the background.

Buyouts, Valuation, and the Real Estate Inside the Company

Most dissolution disputes end in a number: what a departing owner’s interest is worth and who pays it. Fair value fights are where much of the money is won or lost, because the other side usually has the books and the incentive to argue that the business is worth less than it is. Expect disagreements over which assets count, how goodwill is treated, whether distributions were proper, and whether salaries or perks paid to insiders were in fact disguised profit-taking. An accounting claim is often the way to force those questions into the open.

When the company owns real estate, or when owners also hold property personally, dissolution may need to be coordinated with other remedies. Florida’s partition statutes let co-owners ask a court to divide property or, when division is impractical, order it sold and the proceeds split. Court-appointed commissioners report on whether division can be made without prejudice to the owners, and a court-ordered sale at public auction is available when it cannot. Where the owners are relatives who inherited the property, a separate statutory scheme for heirs property can apply and generally steers the case toward protecting the family’s interest in keeping the property. Quiet title actions can also clear competing ownership claims. A firm that handles both business and real estate litigation can run these tracks together instead of fighting on one front while losing ground on another.

Palm Beach Gardens Dissolution Questions Answered

What does it mean to dissolve a corporation or LLC in Florida?

Dissolution is the process of ending the company’s business, winding up its affairs, paying creditors, and distributing what remains to the owners. It can be voluntary, when owners agree, or judicial, when a court orders it because owners cannot resolve a dispute on their own.

Can a minority owner force a dissolution?

Possibly. LLC members and corporate shareholders can petition a circuit court when they can show a statutory ground, such as deadlock with irreparable injury, misappropriation of assets, or illegal or fraudulent conduct by those in control. Having a ground is not the same as winning, and the other owners may respond by electing to buy the petitioner out.

What is a business divorce, and is it the same as dissolution?

A business divorce is the separation of co-owners. Dissolution is one way to accomplish it, but many business divorces end in a negotiated buyout, a sale, or a structured wind-down instead.

Can the other owners avoid dissolution by buying me out?

In a shareholder proceeding against a corporation, yes. The corporation or the remaining shareholders can elect to purchase the petitioner’s shares at fair value, and if they agree on value and terms within 60 days of the first election, the court orders the purchase on those terms. An election generally cannot be withdrawn unless the court finds it equitable.

Does my operating agreement override the statute?

Often it matters a great deal. A buyout formula, a deadlock sale clause, or a mediation requirement can control the path forward. A properly initiated deadlock sale provision can take precedence over a judicial dissolution order, so the agreement should be reviewed before any filing.

What if my partner is moving money out of the company?

You may have claims for an accounting, breach of fiduciary duty, conversion, and recovery of the funds. Courts can issue injunctions and, after a hearing, appoint a receiver or custodian to preserve assets while the case proceeds.

What is a receiver or custodian, and when would one be appointed?

A receiver or custodian is a neutral person the court puts in charge of preserving or managing company assets or affairs during a dispute. Courts appoint them on a showing of sufficient merit, and only after notice and a hearing, when the company or its property is at real risk.

Can I stay in the business while the dissolution case is pending?

Usually the company continues operating unless the court orders otherwise. The court can preserve assets and allow the business to carry on until a full hearing, so day-to-day operations do not necessarily stop just because a case has been filed.

How long do I have to bring a claim against a partner?

It depends on the claim. Actions founded on written instruments have a five-year period, oral or implied contract claims have four years, and fraud claims run four years from discovery with a 12-year cap. Because several theories often overlap in one dispute, it is safest to have the deadlines evaluated early.

Do I have to live in Florida to file or defend a dissolution case here?

No. Owners who live in New York, New Jersey, Connecticut, or elsewhere but hold interests in a Florida company or Florida real estate can be involved in Florida proceedings. The firm handles the local court appearances so out of state clients do not have to travel for every hearing.

Is a federal court ever involved?

Sometimes. Most dissolution disputes are in state circuit court, but related claims, such as certain statutory or diversity-based claims, can end up in the federal Southern District of Florida, which includes Palm Beach and Broward Counties.

Do all of these disputes end in a trial?

No. Many resolve through negotiation, mediation, or arbitration, and the firm’s lawyers are experienced in each. Even so, preparing the case as if it will be tried tends to produce better settlement terms.

Serving Dissolution and Business Divorce Clients Across Palm Beach County and Beyond

From Palm Beach Gardens, the firm represents business owners and investors throughout northern Palm Beach County, including Juno Beach, Jupiter, Tequesta, North Palm Beach, Palm Beach Shores, Riviera Beach, Lake Park, and Mirasol. Clients come to the firm from West Palm Beach, Palm Beach, Royal Palm Beach, Wellington, Lake Worth Beach, Lantana, Boynton Beach, Delray Beach, Boca Raton, and the western communities of Loxahatchee Groves and Belle Glade. Those are all communities within Palm Beach County, where the Fifteenth Judicial Circuit hears these cases.

The firm also serves owners in neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Coconut Creek, Pompano Beach, Coral Springs, Plantation, and Hollywood. Dissolution disputes in that county can be filed in the Seventeenth Judicial Circuit, which maintains a complex business division. And the firm regularly works with clients from New York, New Jersey, and Connecticut whose partners, co-owners, or investment properties are in South Florida, and with referring attorneys who need a Florida litigator for a client’s business dispute.

Talk to a Palm Beach Gardens Corporate Dissolution Lawyer

If your business relationship has broken down and you need to know whether to negotiate a buyout, seek a court-ordered dissolution, or respond to one, a conversation with a Palm Beach Gardens corporate dissolution lawyer at the Andrew M. Schwartz Legal Team can clarify your options before positions harden. The firm will review your governing documents, explain which statutory path fits, and recommend the approach most likely to protect your investment at a cost that makes sense. Call to schedule a consultation.