Parkland Corporate Dissolution Attorney

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in Parkland and across Broward County whose companies have reached the point where the owners can no longer run them together. A Parkland 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 handles shareholder and LLC member disputes, business divorces, and judicial dissolution proceedings for clients in Parkland, Coral Springs, Fort Lauderdale, and the rest of South Florida.

Dissolution in Florida is not one procedure. A corporation is governed by Chapter 607 and an LLC by Chapter 605, and the grounds, the remedies, and the leverage each side holds differ between them. For an LLC, a member can ask the circuit court to dissolve the company when the owners are deadlocked and the company faces irreparable injury, when assets are being misappropriated or wasted, when controlling members are acting illegally or fraudulently, or when it is no longer reasonably practicable to carry on the business under the operating agreement. For a corporation, a shareholder can petition on similar grounds, including abandonment of the business without liquidating it. Which statute applies, and which ground fits your facts, shapes everything that follows.

Filing for dissolution is frequently a negotiating position as much as a destination. Florida law gives the other side a way out: in a corporate dissolution proceeding, the company or the remaining shareholders may elect to buy out the petitioner at fair value instead of letting the company be dissolved. That is why the quality of the valuation, the paper trail, and the pleading matter long before any trial date.

What the Court Can Do Once a Dissolution Case Is Filed

A dissolution petition opens a toolbox that a plain breach of contract suit does not. In an LLC proceeding, a court that sees sufficient merit may appoint a receiver or custodian to take control of the company’s operations or assets, or may order the company or other members to purchase the petitioner’s interest. Before appointing a receiver or custodian, the court must hold a hearing and give notice to the parties and to any interested person it designates, so this relief is not granted on an ex parte whim. In a corporate proceeding, the court can issue injunctions, appoint a receiver or custodian while the case is pending, take other steps to preserve corporate assets, and even keep the business running until a full hearing.

Corporate cases carry a procedural timetable of their own. Within 30 days after a shareholder files on the grounds that trigger the buyout option, the corporation has to notify the other shareholders that they can avoid dissolution by electing to purchase the petitioner’s shares. 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, which means a party who elects to buy without understanding the numbers can be held to that choice.

Agreements signed years earlier can also change the outcome. Where an operating agreement or compliant shareholder agreement contains a deadlock sale provision, such as a shotgun buy-sell mechanism, that clause can displace a judicial dissolution order if it is initiated before the court finds the deadlock ground established. Filing a petition on certain grounds does not take away a shareholder’s right to start an available deadlock sale. Reading the governing documents carefully, and choosing the sequence of moves deliberately, is a large part of what an attorney does in these cases.

Why Choose the Andrew M. Schwartz Legal Team for a Dissolution Dispute

The Andrew M. Schwartz Legal Team is a business litigation and real estate litigation firm serving Palm Beach County, Broward County, and clients throughout South Florida, along with clients from New York, New Jersey, and Connecticut who own businesses or property here. Founder Andrew M. Schwartz has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has built his career 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.

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, where a dispute can start in state circuit court and raise questions that reach federal court. The firm practices as a true legal team, so everyone working on your matter knows the file, and it keeps a strict 24 hour return call policy when the attorneys are in court or otherwise unavailable.

The firm’s trial record includes a 5-day bench trial that ended in a 32-page final judgment from the Broward County Circuit Court awarding the firm’s client specific performance of a commercial real estate contract. That is a different claim from dissolution, but it reflects the same skill set these cases demand: building a detailed evidentiary record, trying a case to a judge, and winning a written ruling that holds up. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits a client’s goals and budget instead of stretching a case out for its own sake.

Situations That Lead Parkland Owners to Seek Dissolution

• Deadlocked Management: Two equal owners, or two blocs of owners, cannot agree on a budget, a major contract, or a hire, and the company stalls. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury as a ground for judicial dissolution.
• Misappropriated or Wasted Assets: A manager or controlling owner is diverting company funds, paying personal expenses from company accounts, or letting assets dwindle. This can support dissolution, a receiver, and emergency injunctive relief to freeze what remains.
• Minority Owner Freeze-Outs: A majority shareholder or controlling member cuts a minority owner out of information, distributions, and decisions. The remedies can include dissolution, a court-ordered buyout at fair value, and breach of fiduciary duty claims.
• Family Business Breakdowns: Siblings who inherited a company together, parents and children with different visions, or in-laws who share ownership. These disputes need discretion alongside firm protection of the client’s financial position.
• Abandoned Companies: One owner has walked away, the business has stopped operating, and no one has wound it down or distributed what is left. A shareholder can ask the court to force the liquidation.
• Illegal or Fraudulent Control: Controlling members or managers have acted, are acting, or are reasonably expected to act illegally or fraudulently, which is an independent ground to ask the court to dissolve an LLC.
• Buyout and Valuation Fights: The owners agree the relationship is over but not on what the departing owner’s interest is worth. The corporate buyout election turns on fair value, so valuation evidence often decides the case.
• Companies Holding Real Estate: When the entity owns investment property, a dissolution fight often runs alongside a partition action or a title dispute, and the strategy has to account for both.

What to Do Right Now if Your Company Is Coming Apart

Start by getting your documents in order before the relationship deteriorates further. Pull the articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell or deadlock provisions, capital contribution records, tax returns, and several years of bank and accounting statements you are entitled to see. Pay particular attention to any clause that sets a buyout formula, requires mediation or arbitration before suit, or governs what happens when owners deadlock. Those provisions can dictate which forum you are in and which options you have, so they need to be read before anyone files anything.

If you suspect money is being moved or spent improperly, the speed of your response matters more than almost anything else. Courts can issue temporary and permanent injunctions, and in a dissolution proceeding they can appoint a receiver or custodian, but they act on evidence. Preserve what you can lawfully access, avoid taking company property or locking your partner out of systems on your own, and do not make accusations in writing that you cannot support. Self-help moves like draining an account or changing the locks tend to hand the other side a counterclaim.

Deadlines depend on the claims you bring alongside dissolution. A claim founded on a written instrument, such as an operating agreement, carries a five-year limitations period, while contract claims not founded on a written instrument carry four years. A fraud claim runs four years from discovery, subject to a 12-year outer cap. These periods run separately from the dissolution grounds themselves, so waiting to see if things improve can quietly cost you claims.

For Parkland owners, which court hears the case depends on where the case is filed and the amount at stake. Parkland sits in Broward County, which is part of the Seventeenth Judicial Circuit, and the circuit court is where dissolution proceedings are heard. The Seventeenth Circuit also has a complex business division that handles, among other matters, the dissolution of certain business entities and large business litigation, and a case can be filed directly into that division only through the procedure set out in the circuit’s administrative order. Broward circuit civil matters are handled at the Central Courthouse in Fort Lauderdale, with regional courthouses in Deerfield Beach, Hollywood, and Plantation also handling civil matters. If the company’s affairs span Palm Beach County, that county falls within the Fifteenth Circuit, and a federal forum in the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach, may be available when federal jurisdiction exists.

Dissolution Is Not Always the Right Move

Many owners arrive convinced they want the company shut down, and many leave having chosen a buyout or a structured separation. Dissolving a company liquidates its assets, and a forced wind-down rarely produces what a going concern is worth. If one owner wants to keep the business, a negotiated buyout, a court-ordered purchase at fair value, or a deadlock sale mechanism can deliver a cleaner result than liquidation. If the company holds real property, the owners may instead separate by partition or by selling the asset, and the firm handles those proceedings as well.

Andrew Schwartz often tells clients that what they want is not the most aggressive lawyer available but one who acts as the situation requires and uses finesse when finesse will do. In a dissolution matter, that means pressing hard on the injunction or receivership motion when assets are at risk, and just as readily using mediation when the other side is ready to deal. The goal is a result that fits your goals and your budget, not a fight that outlasts the value of the business.

Questions Parkland Owners Ask About Corporate Dissolution

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

Corporations are governed by Chapter 607 and LLCs by Chapter 605, and the grounds and remedies differ. LLC members can petition on grounds such as deadlock with irreparable injury, misappropriation or waste of assets, or illegal or fraudulent conduct by those in control. Corporate shareholders have their own grounds, including abandonment of the business, and the corporation has a statutory buyout election that can head off dissolution.

Can a minority owner force a company to dissolve?

A minority owner can file a petition if the facts fit a statutory ground, such as misappropriated assets or an unbreakable deadlock that threatens irreparable injury. Whether the court actually dissolves the company is a separate question, since the court has other remedies available, including ordering a buyout of the petitioner’s interest.

What does it mean when the corporation elects to purchase my shares?

In a corporate dissolution case, the company, or if it declines, other shareholders, may elect to buy all of the petitioner’s shares at fair value to avoid dissolution. If the parties agree on value and terms within 60 days of the first election, the court enters an order directing the purchase. If they do not agree, the court decides fair value, and the election generally cannot be withdrawn unless the court finds it equitable.

Will a receiver take over my company?

Not automatically. A court may appoint a receiver or custodian when the case has sufficient merit, but it must first hold a hearing after notifying the parties and an interested person it designates. Receivers are typically sought when assets are at risk or the owners cannot run the business at all.

What if our operating agreement has a deadlock or buy-sell clause?

The clause may control. If a deadlock sale provision is initiated before the court determines the deadlock ground exists, and it is carried through, it applies in place of a judicial dissolution order. A shareholder agreement that complies with the statute can likewise preserve the right to start a deadlock sale even after a petition is filed.

Can I stop my partner from moving money while the case is pending?

Often, yes. Courts can issue temporary injunctions, and in a corporate dissolution proceeding the court may take other action to preserve corporate assets. The strength of the request depends on the evidence you can show that assets are being diverted or wasted.

How long do I have to bring related contract claims?

A claim founded on a written instrument has a five-year limitations period, and an oral or implied contract claim has four years. Fraud claims run four years from discovery, with a 12-year cap. A dissolution petition does not pause those clocks for claims that sit alongside it.

Do I have to go to court to dissolve the business?

No. Many dissolutions are voluntary, and many disputes are resolved by a negotiated buyout, a structured wind-down, or mediation. Court is the route when the owners cannot agree, or when one side is not acting in good faith and the company or its assets need protection.

Is a dissolution case heard in state court or federal court?

Most are heard in state circuit court. For a Parkland company, that is the Broward County circuit court within the Seventeenth Judicial Circuit, which has a complex business division for certain entity dissolutions and large business disputes. Federal court in the Southern District of Florida becomes an option only where federal jurisdiction exists.

I live in New York or New Jersey but own a share of a Florida company. Can I still bring or defend a dissolution case?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut who have business or real estate interests in South Florida. We handle the local court appearances and keep you informed at each stage, so you do not need to travel for every hearing.

What happens to real estate the company owns if the business is dissolved?

It depends on how title is held and what the governing documents say. Property can be sold as part of a wind-down, distributed to the owners, or become the subject of a separate partition or title proceeding if the co-owners cannot agree. The firm handles both the entity dispute and the real estate side.

Serving Parkland and Broward County Dissolution Clients

The firm represents owners in Parkland and throughout Broward County, including neighboring Coral Springs, Margate, Coconut Creek, Tamarac, Sunrise, Plantation, Weston, Pembroke Pines, and Fort Lauderdale. We also serve business owners in Deerfield Beach, Pompano Beach, Hollywood, Davie, and Lauderhill, along with other Broward communities where companies are headquartered or where company property sits.

Our work extends north into Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, and West Palm Beach, and we regularly represent clients from New York, New Jersey, and Connecticut who hold business or real estate interests across South Florida. Whether the company is a family-owned shop, a real estate holding entity, or a professional services firm, we bring the same attention to the governing documents, the financial records, and the court that will decide the case.

Speak With a Parkland Corporate Dissolution Lawyer

When a company has stopped functioning as the owners intended, the options narrow with every month of delay. A Parkland corporate dissolution lawyer at the Andrew M. Schwartz Legal Team can review your governing documents, assess whether judicial dissolution, a buyout, or a negotiated separation fits your situation, and move quickly if assets need protection. Call to schedule a consultation and talk through where your company stands.