Riviera Beach Corporate Dissolution Attorney

Dissolving a company is rarely a single event, and in Florida it usually does not happen the way owners expect. A filing with the state ends a company’s paper existence, but it does not settle who owns the equipment, who gets paid first, or what a partner who has been draining the account owes. The Andrew M. Schwartz Legal Team handles partnership disputes and Riviera Beach corporate dissolution attorney matters for business owners, investors, and families in Riviera Beach and across Palm Beach County and Broward County, and also represents clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida.

Most of the dissolution disputes we see start with co-owners who disagree. One owner wants out and the other will not buy, two 50/50 members cannot agree on anything, or a partner is spending company money and nobody will say where it went. Riviera Beach has a working waterfront, marine and industrial businesses, commercial property along the Port of Palm Beach corridor, and plenty of closely held family companies. Those are the kinds of ventures where a falling-out between owners can freeze the whole enterprise.

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

The Andrew M. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and was admitted to The Florida Bar in 1989. His career is 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.

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 more than one forum, and because the underlying fight is often a contract fight about what an operating agreement or shareholder agreement actually says.

The firm practices as a true legal team, meaning everyone working on a matter knows the file, and it keeps a strict 24 hour return call policy when attorneys are in court. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the outcome that fits the client’s goals and budget rather than stretching a case out for its own sake. The firm’s recent work includes a Broward County Circuit Court bench trial that ended in a 32-page final judgment granting our client specific performance of a commercial real estate contract, a reminder that we try cases when negotiation will not get the result.

Situations That Lead to Corporate and LLC Dissolution

• Deadlocked Owners: Two 50/50 owners, or a board split evenly, who cannot make decisions. Florida’s LLC statute lets a member ask a court to dissolve when managers or members are deadlocked, the deadlock cannot be broken, and irreparable injury to the company is threatened or happening.
• Misappropriated or Wasted Assets: A partner moving company money into personal accounts, commingling funds, or running down assets. Court-ordered dissolution is available for an LLC when assets are being misappropriated or wasted and injury results, and we pair it with accounting and fiduciary duty claims.
• Operations That Cannot Reasonably Continue: Cases where it is no longer reasonably practicable to run the business under the articles and operating agreement, for example when the agreement’s governance provisions have stopped working.
• Illegal or Fraudulent Control: Controlling managers or members who have acted, are acting, or are reasonably expected to act illegally or fraudulently.
• Abandoned Corporations: A shareholder in a Florida corporation can ask the court to dissolve when the company has abandoned its business and has not moved within a reasonable time to liquidate, distribute assets, and dissolve.
• Family Business Breakups: Siblings who inherited a company, parents and children with different visions, and in-laws who share ownership. These need discretion alongside firm protection of the client’s financial interest.
• Minority Owner Squeeze-Outs: Owners shut out of information, distributions, or decisions who need either a fair buyout or a court-supervised exit.
• Shared Real Estate Held Through the Company: When dissolution leaves co-owners holding property together, the dispute can continue as a partition or title action that we also handle.

The Decisions You Face When Owners Can No Longer Work Together

The first decision is whether you want out, want the other side out, or want the business to survive. People rarely answer that honestly at the start, and the answer drives everything else. If you want to keep running the company, a buyout is often a better tool than dissolution. If you want to leave with fair value, a petition for dissolution can be the leverage that gets you there, because Florida gives the other owners a way to avoid dissolution by buying you out.

For corporations, that mechanism is built into the statute. When a shareholder petitions for dissolution on certain grounds, the corporation, or if it does not act, one or more other shareholders, may elect to buy all of the petitioner’s shares at fair value. The corporation must notify the other shareholders of this right within 30 days after the proceeding starts. 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 decides it is equitable to set it aside or modify it, so nobody should file one casually. For LLCs, a court that finds merit can likewise order a purchase of the petitioning member’s interest instead of ending the company.

The second decision is whether your governing documents already answer the question. Some operating and shareholder agreements contain a deadlock sale provision. Under the LLC statute, if one is initiated before the court finds deadlock grounds, it can take the place of a judicial dissolution order or a court-ordered buyout, as long as it is then carried through. For corporations, filing a judicial dissolution action on certain grounds does not take away a shareholder’s right to start a compliant deadlock sale provision. Reading your agreement before you file anything is not optional; the wrong first move can cost you an option you did not know you had.

The third decision is whether you need emergency protection. A court handling a corporate dissolution case can issue injunctions, appoint a receiver or custodian during the case, and take other action to preserve assets. For an LLC, the court must hold a hearing after notifying the parties and an interested person it designates before appointing a receiver or custodian. If money is leaving the company or assets are being transferred, waiting for the final result can mean there is nothing left to divide. We seek temporary and emergency injunctive relief when the facts support it.

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

Start by collecting the documents that govern the relationship: the articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell terms, and amendments. Then gather financial records you are entitled to see, such as bank statements, tax returns, ledgers, and capital contribution records. If you suspect money is missing, copy what you lawfully have access to now. Do not take records you are not entitled to access, and do not delete anything. Both can hurt you later.

Keep operating the business in the ordinary course while you decide, and avoid unilateral moves like draining accounts, changing locks, or cutting a partner off from systems. Those actions invite counterclaims and can be cited as the very misconduct you are complaining about. Put your communications in writing, keep them professional, and assume the other side will read them to a judge.

Watch the clock on related claims. Florida gives five years to sue on a written contract and four years for an oral or implied one, four years from discovery for fraud with an outer limit of 12 years, and one year for a specific performance action. Dissolution grounds themselves are about present conditions, but the money claims that usually accompany them can be time-barred if you wait.

On venue, Riviera Beach sits in Palm Beach County, so these cases are heard in the Fifteenth Judicial Circuit, whose circuit court sits in and for Palm Beach County; the main courthouse is in West Palm Beach. If the company’s operations or assets are in Broward County, the Seventeenth Judicial Circuit applies, and its complex business division handles dissolution of certain business entities and large business litigation. Some matters also end up in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale, when federal jurisdiction exists. Which forum is right depends on where the company, its owners, and its property are located, and we sort that out at the outset. Disputes under the circuit court’s dollar threshold go to county court, but a dissolution request is an equitable matter that belongs in circuit court.

How Dissolution Interacts With Partition, Title, and Contract Claims

Dissolving a company does not automatically resolve who owns its real estate. When property ends up held by former partners as co-owners, Florida’s partition statutes let a court divide the property or, if division would prejudice the owners, order it sold at public auction with proceeds split according to ownership interests. The court appoints three commissioners to evaluate whether partition in kind is workable. Heirs property, where relatives hold property together without a binding agreement, follows a separate statutory track that changes how a sale is handled.

Where ownership itself is contested, a quiet title action asks the court to determine title and remove the cloud created by a competing claim or conveyance. The plaintiff must trace title back at least seven years unless the court orders otherwise. Because a single business breakup can produce a dissolution petition, a fiduciary duty claim, a contract claim, and a partition or title action, coordinating them under one strategy is often the difference between a clean exit and years of overlapping litigation.

Questions Owners Ask About Corporate Dissolution in Riviera Beach

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

Dissolution is the event or order that starts the end of the company’s normal business. Winding up is the process that follows: collecting assets, paying creditors, resolving claims, and distributing what remains to the owners. A court can supervise both stages when owners cannot agree.

Can I ask a court to dissolve my LLC if my partner and I are deadlocked?

Yes, if you are a member or manager and can show that the owners are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or happening. Your operating agreement may also contain a deadlock sale provision that applies first.

Can the other owners avoid dissolution?

Often, yes. In a corporate dissolution proceeding on certain grounds, the corporation or the other shareholders can elect to buy the petitioning shareholder’s shares at fair value. LLC courts can likewise order a buyout of the petitioning member’s interest instead of dissolving the company.

How is fair value decided in a buyout?

The parties first try to agree. For corporations, if they agree within 60 days after the first election is filed, the court enters an order on those terms. If they do not, the court decides fair value, often with competing valuation experts, which is why documentation of the company’s financials matters early.

What if my partner is taking company money?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of funds, and misappropriation or waste of assets is itself a recognized ground for dissolving an LLC. A court can order injunctive relief to stop assets from being moved or spent while the case is pending.

Will a judge appoint someone to run the business during the case?

Possibly. Courts in these proceedings can appoint a receiver or custodian when the showing is sufficient. For an LLC, the court must hold a hearing first after notifying the parties and an interested person it designates. This tool is used when the company’s assets or operations are at real risk.

Does filing for dissolution cost me my right to a contractual buyout?

It can, depending on timing and the agreement. A deadlock sale provision in an LLC agreement that is initiated before the court finds deadlock grounds can take precedence over a dissolution order. That is why we read your documents before anything is filed.

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

It depends on whether the case settles, how complicated the finances are, and whether emergency relief is needed. Palm Beach County assigns civil cases to tracks under its case management order, and cases with valuation disputes and forensic accounting take longer than straightforward deadlock cases. Many resolve through negotiation or mediation before trial.

Can a minority owner force a dissolution?

A minority owner can petition, but must fit within a statutory ground such as deadlock, misappropriation, illegal or fraudulent conduct by those in control, or impracticability of continuing under the governing documents. A well-supported petition often creates leverage for a fair buyout.

I live in New York or New Jersey. Can I handle this from out of state?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with South Florida business interests. We handle the Florida court appearances and keep you informed so you do not need to travel for every hearing.

Is it worth hiring an attorney if the company is small?

Often yes, because small companies are where operating agreements are thinnest and disputes get personal. Early advice on your options, including a negotiated buyout, can cost far less than a drawn-out fight, and we aim for resolutions that make financial sense given what is at stake.

Serving Riviera Beach Business Owners and Co-Owners Across South Florida

Our work reaches south into Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, and the neighboring communities along the Broward coast.

Many of these cases involve owners who live elsewhere. We also serve clients from New York, New Jersey, and Connecticut whose partners, co-owners, or properties are in South Florida, and attorneys who refer their clients to us for Florida business disputes they do not handle themselves.

Speak With a Riviera Beach Corporate Dissolution Lawyer

If your co-owners cannot agree on the future of the company, or you suspect a partner is moving money out of it, the options you have today may narrow as time passes. A Riviera Beach corporate dissolution lawyer at the Andrew M. Schwartz Legal Team can review your governing documents, tell you whether a buyout, a negotiated separation, or a court petition fits your situation, and move quickly if emergency relief is needed.

Call the Andrew M. Schwartz Legal Team to discuss your situation. We will talk through your goals and your budget and give you a straightforward view of where you stand.