Plantation Corporate Dissolution Attorney

Dissolving a company is rarely a paperwork exercise; more often it is a fight over who controls the business while it winds down, and a Florida court can be asked to decide it. The Andrew M. Schwartz Legal Team handles Plantation corporate dissolution attorney matters for business owners, LLC members, shareholders, and investors, and we serve Plantation and the rest of Broward County, along with Palm Beach County and clients from New York, New Jersey, and Connecticut who hold South Florida business interests.

The word “dissolution” covers very different situations. Sometimes both owners agree the company has run its course and only need the wind-down done correctly. Far more often, one owner wants out while another refuses to cooperate, a manager is draining accounts, or two 50 percent owners cannot agree on a single decision and the business is stalled. Florida gives the court real tools in these cases: dissolving the entity, appointing a receiver or custodian, forcing a buyout at fair value, or stopping assets from leaving while the case is pending.

Which tool fits depends on what kind of entity you own, what your operating or shareholder agreement says, and what the other side has been doing. Those three questions drive nearly every decision we make early in a dissolution case.

What Florida Law Lets a Court Do When Owners Cannot Resolve a Dissolution

The statute that governs depends on the entity. For LLCs, Chapter 605 allows a manager or member to ask a circuit court to dissolve the company on several grounds: the company’s affairs are being conducted unlawfully, it is not reasonably practicable to carry on the business under the articles and operating agreement, those in control 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, cannot break the deadlock, and the company is suffering or threatened with irreparable injury.

For corporations, Chapter 607 lets a circuit court dissolve the company or order another remedy, and a shareholder can bring the case on several grounds, including that the corporation has abandoned its business and has not liquidated, distributed assets, and dissolved within a reasonable time. Corporations can also ask the court to continue a voluntary dissolution under court supervision.

Two features of these statutes catch owners by surprise. First, dissolution is not always the end result even when you ask for it. In a corporate case brought on certain grounds, the company, or if it declines, one or more of the other shareholders, can elect to buy out the petitioning shareholder at fair value. If the parties agree on value and terms within 60 days of the first election, the court enters an order directing the purchase on those terms, and the election is irrevocable unless the court finds it equitable to set it aside or modify it. The corporation must also notify the other shareholders within 30 days of the case being filed that they can avoid dissolution by electing to purchase. For LLCs, the court can likewise order a purchase of the petitioning member’s interest.

Second, your own agreement may change the playing field. If an operating agreement or shareholder agreement contains a deadlock sale provision, such as a buy-sell or shotgun mechanism, and it is initiated before the court finds deadlock grounds, that provision generally controls instead of a judicial dissolution order. Filing a judicial dissolution case on certain corporate grounds does not take away a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement. Which side moves first, and with what document, can decide the outcome.

Why Choose the Andrew M. Schwartz Legal Team for Corporate Dissolution Disputes

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Broward County, Palm Beach County, and South Florida, with a practice built around business divorce, partnership and member disputes, complex contract litigation, and partition and title cases. Andrew M. He holds an undergraduate degree from Emory University and a law degree from the University of Miami, and his career has centered on conflicts between partners, LLC members, and shareholders.

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 involve both a state circuit court case and a federal question, and because the file often needs more than one lawyer who knows it cold. The firm practices as a true legal team: everyone working on a matter knows the file, calls are answered, and we keep a strict 24 hour return call policy when we are in court.

On the litigation side, the firm recently obtained a 32-page final judgment from the Broward County Circuit Court after a five-day bench trial, awarding our client specific performance of a commercial real estate contract. Dissolution cases are often won or lost the same way, on a careful reading of the governing documents and a record built methodically for trial. We are also experienced in mediation and arbitration, and we look for the resolution that fits the client’s goals and budget, whether that is a negotiated buyout, a structured wind-down, or a contested court order. Many of our clients come from other attorneys, including out of state lawyers whose clients have Florida entities.

Situations That Lead Plantation Owners to Seek Dissolution or a Buyout

• Deadlocked Two-Owner Companies: Two equal owners who cannot agree on a lease renewal, a sale, or a key hire can freeze a business. Deadlock that threatens irreparable injury to the company is a recognized ground for judicial dissolution of an LLC, and your agreement may already contain a mechanism to break it.
• Misappropriation of Company Assets: Diverted funds, personal expenses run through the company, or commingled accounts can support dissolution, an accounting, and breach of fiduciary duty claims, often paired with a request that the court stop assets from being moved.
• Minority Owner Squeeze-Outs: A majority holder who cuts a minority owner out of information, distributions, or decisions may face claims for breach of fiduciary duty and a petition for dissolution or a fair-value buyout.
• Abandoned or Inactive Corporations: When a corporation has stopped operating but its owners never liquidated and distributed what remains, a shareholder can ask a circuit court to compel the winding up.
• Family Business Breakups: Siblings who inherited a company, or parents and children who disagree about its future, often need a dissolution or buyout handled with discretion alongside real financial protection.
• Disputes Over Valuation: When one owner will buy out the other, the fight is usually about what the shares or membership interest are worth. Fair value, not a lowball figure from the buyer, is the statutory standard in the corporate buyout context.
• Court-Supervised Voluntary Dissolutions: A company that has begun dissolving voluntarily may ask the court to continue the process under supervision when owners distrust one another’s handling of the wind-down.
• Entities Tied to Real Property: Where the company’s main asset is real estate, dissolution can overlap with partition or title questions, which our real estate litigation practice handles together with the entity issues.

What to Do in the First Weeks of a Dissolution Dispute

Start with the documents. Pull your articles of organization or incorporation, your operating agreement or shareholder agreement, any buy-sell or deadlock provision, amendments, and the company’s financial records, tax returns, and bank statements. A surprising number of disputes turn on a single clause that nobody has looked at in years, and the first thing a litigator does is read it closely. Do not delete anything, and do not move money you are not entitled to move; both can hurt you badly later.

Next, decide whether speed matters. If you believe assets are leaving the company, the right move is not a letter; it is an emergency request to the court. In dissolution proceedings under both the LLC and corporate statutes, a judge can issue injunctions, appoint a receiver or custodian, and take steps to preserve assets while the case proceeds. Before a receiver or custodian is appointed for an LLC, the court must hold a hearing after notice to the parties, so these requests need to be prepared properly and not improvised.

Dissolution cases involving a Plantation-based company are generally filed in the Circuit Court of the Seventeenth Judicial Circuit, which sits in and for Broward County. Plantation is home to the West Regional Courthouse, and the Seventeenth Circuit also runs a complex business division that, by its own description, handles dissolution of certain business entities and large business litigation. Cases can be filed directly into that division only by following the circuit’s administrative order, which includes a specific form submitted at filing, and the clerk then assigns the case randomly to a division. If the company or the owners have ties to Palm Beach County, the Fifteenth Judicial Circuit may be the proper court, and we handle both.

Mind the clock on related claims. A claim on a written agreement generally carries a five-year limitations period in Florida, an oral or implied contract claim carries four, and fraud has a four-year period from discovery that is capped at 12 years. Dissolution petitions are driven more by current conditions than a single deadline, but the damages claims that ride alongside them are not so forgiving, and waiting lets evidence go stale. Finally, resist the urge to negotiate a handshake exit with a partner you no longer trust. A buyout signed without valuation work or a release of claims can cost far more than the lawyer who would have reviewed it.

Frequently Asked Questions About Corporate Dissolution in Plantation

What is the difference between dissolving a company and winding it up?

Dissolution is the event that starts the end of the company’s ordinary business, whether by agreement, administrative action, or court order. Winding up is the work that follows: collecting assets, paying creditors, resolving claims, and distributing what remains to the owners. Disputes often arise in the winding-up stage over who controls it and how assets are valued.

Can one owner force a Florida company to dissolve?

Sometimes. A member of an LLC or a shareholder of a corporation can petition a circuit court, but must show one of the statutory grounds, such as deadlock with irreparable injury, misappropriation of assets, or that it is not reasonably practicable to carry on the business under the governing documents. Your agreement may also supply its own exit route, so we review that first.

Will the court always dissolve the company if I win?

No. Courts have other remedies, and in corporate cases the company or the other shareholders can elect to purchase the petitioner’s shares at fair value to avoid dissolution. For LLCs, a court may also order a purchase of the petitioning member’s interest. Many cases end in a buyout rather than a liquidation.

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

If a deadlock sale provision is initiated before the court finds deadlock grounds exist, it can take the place of judicial dissolution, provided it is then carried through. That is why the timing of who triggers the clause, and whether they follow its terms precisely, can matter more than the court filing itself.

How is fair value decided in a buyout?

If the parties cannot agree within 60 days after the first election to purchase is filed, the court decides fair value, typically with competing valuation evidence. Preparing that evidence early, including financial records and a credible valuation approach, is a central part of the work.

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

Yes. On a showing of sufficient merit, a court can appoint a receiver or custodian, and it can issue injunctions and take other steps to preserve assets. In the LLC context, the court must hold a hearing with notice before appointing one. This is a serious remedy, and judges expect evidence, not accusations.

My partner is taking money out of the business. Do I have to wait for the dissolution case to finish?

No. Emergency injunctive relief can be sought early to stop assets from being moved or spent while the case is pending, and claims for an accounting and breach of fiduciary duty can proceed alongside dissolution. The sooner you document what is missing, the stronger that request will be.

Does it matter that some owners live out of state?

It is common and manageable. We regularly represent owners in New York, New Jersey, and Connecticut whose co-owners or assets are in South Florida. We handle the local court appearances and keep you informed so that you do not have to travel for every hearing.

Is a corporate dissolution dispute a state court case or a federal case?

Most are state court cases in the circuit court, because dissolution and entity governance are creatures of Florida statute. Federal court may come into play if separate claims create federal jurisdiction. The Southern District of Florida covers both Broward and Palm Beach Counties, and our attorneys have handled business and real estate cases in state and federal courts.

Can a dissolution case be resolved without a trial?

Often, yes. Many are resolved through negotiation, mediation, or arbitration, especially once valuation positions are clear. We prepare as though the case will be tried, because that preparation is what produces a realistic settlement, but we do not drag a case out for its own sake.

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

Often more so, because the owners’ personal assets and livelihoods are tied directly to the entity. A one-page buyout or a poorly handled wind-down can leave you exposed to claims you did not know existed. An early review of your agreement and options costs far less than repairing a bad exit later.

Serving Business Owners Across Plantation and Broward County

We represent owners in Plantation itself, including the areas around the West Regional Courthouse, and throughout central and western Broward County. From Plantation, our work extends into Sunrise, Davie, Lauderhill, Lauderdale Lakes, Tamarac, and Margate, and into Fort Lauderdale, Oakland Park, Wilton Manors, Coral Springs, Parkland, Coconut Creek, and Pompano Beach. Further south and east, we serve clients in Hollywood, Hallandale Beach, Pembroke Pines, Miramar, Weston, Cooper City, and Dania Beach, and up the coast in Deerfield Beach.

Many of the companies we see in dissolution disputes have owners or property across county lines, so our work also reaches Boca Raton, West Palm Beach, and the rest of Palm Beach County. And because many business owners hold South Florida entities from afar, we regularly work with clients in New York, New Jersey, and Connecticut whose co-owners, investments, or real estate are here.

Speak With a Plantation Corporate Dissolution Lawyer Before the Dispute Hardens

The choices made in the first weeks of an ownership dispute, including who sends the first demand, what gets documented, and whether a buy-sell clause is triggered, can shape the entire case. If your company is deadlocked, funds are missing, or a partner is pressing for an exit you did not agree to, the Andrew M. Schwartz Legal Team can review your agreements and explain whether a negotiated separation, a buyout, or a court-ordered dissolution fits your situation.

Call our team to schedule a consultation with a Plantation corporate dissolution lawyer. We will tell you plainly what your options look like and what each one is likely to cost, so you can decide how to protect what you have built.