South Florida Corporate Dissolution Attorney

The Andrew M. Schwartz Legal Team represents shareholders, LLC members, and business partners across South Florida whose companies have reached the point where continuing together no longer works, and we handle the disputes that follow in Palm Beach County, Broward County, and the surrounding region. A South Florida corporate dissolution attorney is often called in only after months of deadlock, stalled distributions, or a partner who has stopped acting like a partner at all.

Dissolution is rarely a clean switch. Florida gives courts several tools, and which one applies depends on the entity. A corporation is governed by Chapter 607 and a limited liability company by Chapter 605, and the grounds, the buyout rights, and the remedies differ between them. For a shareholder, the court can dissolve the company, but the company or the other shareholders may respond by electing to buy the petitioner out at fair value. For an LLC member, a court may order dissolution on enumerated grounds, appoint a receiver or custodian, or order a purchase of the petitioner’s interest instead.

That means the first strategic question is rarely “should we dissolve?” It is “what outcome do we actually want, and which statutory path gets us there?” Sometimes the answer is a clean exit with cash in hand. Sometimes it is control of the business. Sometimes it is simply stopping the bleeding while the dispute is resolved.

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

The Andrew M. Our work centers on business divorce, partnership and member disputes, complex contract litigation, partition actions, and injunctions, for clients in Boca Raton, West Palm Beach, Fort Lauderdale, and throughout Palm Beach and Broward Counties. We also represent clients from New York, New Jersey, and Connecticut who hold business or real estate interests here, and we handle the local court appearances so they do not need to travel for every hearing.

Andrew M. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. His career has been built around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders, which is exactly the terrain a dissolution case covers. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts.

The firm practices as a true legal team, so everyone working on your matter knows the file. We keep a strict 24 hour return call policy, and we are experienced in mediation and arbitration as well as courtroom litigation. That matters in dissolution work, where the best result is often a negotiated buyout or structured wind-down rather than a verdict.

On the courtroom side, our record includes a 32-page final judgment, entered after a five-day bench trial in Broward County Circuit Court, awarding our client specific performance of a commercial real estate contract. Cases like that turn on the exact wording of agreements and the history between the parties, the same details that decide most dissolution fights. Many of our matters also come to us from other attorneys, and we keep referring counsel informed throughout.

Situations That Lead to Corporate and LLC Dissolution Cases

• Deadlocked Ownership: Two 50/50 owners, or an even split of managers, cannot agree on a decision that matters and neither can outvote the other. For an LLC, deadlock supports judicial dissolution when it cannot be broken and irreparable injury to the company is threatened or occurring.
• Misappropriated or Wasted Assets: One owner is diverting company money, running personal expenses through the business, or letting assets waste away. For an LLC, misappropriation causing injury is a listed ground for dissolution, and these cases often pair with claims for an accounting and breach of fiduciary duty.
• Operating Agreement Impossibilities: The company cannot reasonably carry on its activities in line with its articles and operating agreement, perhaps because a required member has left, a license was lost, or the agreement’s mechanics no longer function.
• Controlling Owners Acting Illegally or Fraudulently: Majority owners or managers who have acted, are acting, or are reasonably expected to act in ways that are illegal or fraudulent. Minority owners frequently find themselves here when they are shut out of information.
• Abandoned Businesses: A corporation that has stopped operating but never wound itself down. A shareholder may petition when the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve.
• Family Business Breakups: Siblings who inherited a company together, or parents and children with opposing visions, who need a separation that accounts for family relationships as well as the balance sheet.
• Freeze-Outs of Minority Owners: A minority shareholder or member who stops receiving distributions, salary, or information while the majority continues to profit. Dissolution, or the buyout it triggers, can become the practical route to being paid for the stake.
• Shared Real Estate Held Through an Entity: Investors who own property together and want out, which can overlap with partition and title questions when the property is held outside a company.

How a Dissolution Case Typically Unfolds in Palm Beach and Broward Counties

Most of these cases start long before any complaint is filed, with a review of the governing documents. The operating agreement or shareholder agreement frequently contains buyout formulas, deadlock mechanisms, valuation methods, or dispute resolution clauses. Under both the LLC and corporate statutes, a deadlock sale provision in the agreement can take priority over a court order if it is initiated in time, so reading those provisions early can change the whole shape of the case.

If the agreement does not resolve things, a petition goes to the circuit court. Palm Beach County matters are heard in the Fifteenth Judicial Circuit in and for Palm Beach County, and Broward County matters in the Seventeenth Judicial Circuit in and for Broward County. The Seventeenth Circuit also has complex business divisions that handle, among other things, dissolution of certain business entities and large business litigation, and a case can be filed directly into those divisions through the procedure set out in the circuit’s administrative order. Cases with federal jurisdiction would belong in the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach, among other places.

Early in a corporate case, the buyout clock matters. When a shareholder petitions on certain grounds, the corporation must notify the other shareholders within 30 days that they can avoid dissolution by electing to purchase 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. An election to buy is irrevocable unless the court finds it equitable to set it aside or modify it, so no one should elect lightly. Valuation then becomes the battleground, and it is often where expert testimony and financial records decide the outcome.

While the case is pending, the court has tools to keep the company from being picked apart. In a corporate dissolution proceeding the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve assets, and it can let the business continue operating until a full hearing. In an LLC proceeding, the court may appoint a receiver or custodian on a showing of sufficient merit, but only after a hearing with notice to the parties and any interested person the court designates. Emergency injunctive relief is a core part of our practice, and in cases involving diverted funds it is often the first thing we file.

Most cases do not go the distance. Mediation frequently produces a buyout, a sale to a third party, or a negotiated wind-down. When it does not, a trial court decides whether grounds for dissolution exist and what remedy fits.

What to Do When Your Business Partnership Is Breaking Down

Start by gathering the documents that define your rights: the articles of incorporation or organization, the operating or shareholder agreement, any amendments, buy-sell agreements, and loan guarantees. Add the financial picture, including tax returns, bank and credit card statements, general ledgers, capital contribution records, and records of distributions. If you suspect money is leaving the company, preserve what you can lawfully access before access is cut off, and do not delete emails or messages.

Be careful about self-help. Locking a partner out, moving funds, or cancelling accounts can hand the other side a claim against you. Likewise, signing a buyout term sheet or a resignation letter without review can quietly waive rights. If you are a manager or officer, remember that you may owe fiduciary duties even while the relationship is collapsing.

Timing matters too. Florida’s limitations periods vary by claim: a claim founded on a written instrument such as an operating agreement generally has five years, a contract claim not based on a writing has four, and a fraud claim has four years from discovery, subject to an outer limit of 12 years. A suit seeking specific performance carries a one-year period. Because a dissolution dispute often bundles several claims, each with its own clock, waiting to see if things improve can cost you a claim.

Finally, talk to a lawyer before you file or respond to anything. Dissolution petitions in Palm Beach County are generally filed through the circuit civil division in West Palm Beach, and Broward County filings are made through the circuit civil division in Fort Lauderdale. A well-timed injunction or an early settlement proposal usually does more than a late reaction.

Corporate Dissolution Questions We Hear From South Florida Owners

What is the difference between corporate dissolution and a business divorce?

Business divorce is the broader concept: any separation of co-owners, whether by buyout, sale, wind-down, or court order. Dissolution is one legal mechanism within it, where the entity itself is terminated and its assets liquidated. Many business divorces end in a buyout without the company being dissolved at all.

Can a court force the dissolution of my LLC in Florida?

Yes, on specific statutory grounds. A manager or member may seek dissolution if the company’s activities are conducted unlawfully, if it is not reasonably practicable to operate under the articles and operating agreement, if controlling parties are acting illegally or fraudulently, if assets are being misappropriated or wasted, or if deadlocked owners cannot break the impasse and irreparable injury is threatened or occurring.

Can a minority shareholder petition for dissolution of a corporation?

Yes. A shareholder may seek judicial dissolution on the grounds Chapter 607 lists, including when the corporation has abandoned its business and failed within a reasonable time to liquidate and dissolve. The court may order dissolution or another remedy, and the corporation or the other shareholders may respond by electing to buy the petitioner’s shares.

What happens if the other owners elect to buy me out?

The parties have 60 days after the first election to agree on fair value and purchase terms, and if they do, the court enters an order directing the purchase. If they do not, the court determines fair value. The election is irrevocable unless the court finds it equitable to modify it, so the valuation approach should be settled before anyone commits.

Does my operating agreement override the court’s power to dissolve?

In some respects. A deadlock sale provision in an operating agreement that is initiated before the court finds deadlock grounds can apply instead of a dissolution order. For corporations, filing a dissolution action does not eliminate a shareholder’s right to start a compliant deadlock sale provision in a shareholder agreement. Other agreement terms, such as buyout formulas and arbitration clauses, also shape the case.

Can the court appoint someone to run the company during the dispute?

Yes. Courts can appoint a receiver or custodian in both corporate and LLC dissolution proceedings. In an LLC case the court holds a hearing first, with notice to the parties and any interested person it designates. A receiver is usually reserved for situations where the business or its assets are at real risk.

What if my partner is draining the company while the case is pending?

Courts can issue temporary or permanent injunctions to stop assets from being moved or spent. We also pursue accountings, breach of fiduciary duty claims, and recovery of funds. Acting early is critical because dissipated money is hard to unwind.

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

There is no fixed answer. A cooperative buyout can resolve in months, while a contested valuation or a case tried to judgment can take considerably longer. The Fifteenth Circuit assigns civil cases to differentiated case management tracks, and the Seventeenth Circuit’s complex business divisions manage larger business disputes closely.

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

No. We regularly represent owners who live in New York, New Jersey, and Connecticut and who hold interests in South Florida companies or property. We handle the Florida court appearances and keep you updated, so you do not need to attend every hearing in person.

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

Often yes, because small companies frequently have thin documentation, a single bank account, and personal guarantees, which makes the stakes personal. A short consultation can show whether a negotiated exit is realistic. We look for results that fit the client’s goals and budget rather than prolonging a case.

Can a dissolution case also resolve a real estate co-ownership problem?

Sometimes, but not always. If property is owned through the company, its fate is decided in the wind-down. If co-owners hold title directly, a separate partition action under Chapter 64 may be the right tool, where the court can divide the land or order it sold and divide the proceeds. We handle both types of cases.

Serving Corporate Dissolution Clients Across Palm Beach and Broward Counties

Our work for business owners starts in Palm Beach County, where we represent clients in West Palm Beach, Boca Raton, Delray Beach, Boynton Beach, Lake Worth Beach, Palm Beach Gardens, Jupiter, Wellington, Royal Palm Beach, Greenacres, and Belle Glade, among other communities. In Broward County, we serve owners in Fort Lauderdale, Pompano Beach, Deerfield Beach, Coral Springs, Parkland, Plantation, Sunrise, Davie, Hollywood, Pembroke Pines, and Weston, among others.

Whether the company is a restaurant group in Fort Lauderdale, a professional practice in Boca Raton, or an investment entity holding property in Palm Beach County, the core issues are the same: who controls the company, what the interest is worth, and how to separate on defensible terms.

Speak With a South Florida Corporate Dissolution Attorney Before the Dispute Hardens

If your co-owner has stopped cooperating, your company funds cannot be accounted for, or you simply need to know whether you can force an exit, the Andrew M. Schwartz Legal Team can review your agreements and explain which paths are open. As a corporate dissolution attorney serving Palm Beach and Broward Counties, we will give you a candid view of whether to negotiate, seek a buyout, or file for dissolution. Call us to schedule a consultation.