Sunrise Corporate Dissolution Attorney

When two owners of a Sunrise company stop speaking the same language about money, control, or where the business is headed, the company often freezes while the bills keep arriving. The Andrew M. Schwartz Legal Team handles Sunrise corporate dissolution attorney matters for business owners, shareholders, LLC members, and investors in Broward County and across Palm Beach County, including business divorces, partnership disputes, and court-supervised wind-downs.

Dissolution is rarely a single event. Sometimes it is a petition asking a judge to end the company because the owners are deadlocked. Sometimes it is a threat that gets the other side to the table for a buyout. Sometimes it is a defensive fight, because the person who wants out is not asking for fair value but for control. Florida gives different tools to different owners depending on whether the entity is a corporation or an LLC, and which tool fits determines how the case unfolds.

Most dissolution disputes also run alongside other claims: missing money, a partner who has locked the other owner out of the books, or a property the company owns that nobody can agree to sell. A good dissolution strategy accounts for all of that from the start.

How Florida Law Lets a Court End a Corporation or an LLC

Corporations and LLCs are governed by separate statutes in Florida, and the grounds for judicial dissolution are not identical. For an LLC, a manager or member can ask the circuit court to dissolve the company on several grounds: the company’s activities are being conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles of organization and operating agreement; those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; company assets are being misappropriated or wasted, causing injury; or the managers or members are deadlocked, cannot break the deadlock, and the company is suffering or threatened with irreparable injury. The state’s Department of Legal Affairs can also seek dissolution of an LLC that obtained its articles through fraud or keeps abusing its legal authority.

For a corporation, a shareholder can petition the circuit court for dissolution or another remedy, including where the corporation has abandoned its business and failed within a reasonable time to liquidate, distribute its assets, and dissolve. A corporation can also ask the court to continue a voluntary dissolution under court supervision, and an LLC has a parallel option.

These statutes matter in practice because the grounds you plead shape the evidence you need. A deadlock case is built on meeting records, failed votes, and emails showing the owners cannot move forward. A waste or misappropriation case is built on bank statements, ledgers, and tax returns. As a Sunrise business dissolution lawyer, much of the early work is deciding which theory the facts actually support and which is a stretch a judge will see through.

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 business owners, investors, and families throughout Broward County, Palm Beach County, and South Florida. Founder Andrew M. Schwartz 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 was admitted to The Florida Bar in 1989, earned his undergraduate degree from Emory University in 1986, and received his law degree from the University of Miami in 1989.

He is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts. That matters when a dissolution fight turns on an operating agreement in state circuit court but also touches claims that could land in federal court.

The firm practices as a true legal team, so everyone working on a matter knows the file and can answer when a client calls. There is a strict 24 hour return call policy, and the firm sets up scheduled conference calls at times that work for everyone involved. Andrew describes what clients usually need as a lawyer who acts as the situation requires and uses finesse when finesse will do, with fees that make sense against what is at stake. The attorneys are experienced in mediation and arbitration as well as courtroom litigation, and they look for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake.

The firm’s trial record includes a recent 5-day bench trial in Broward County Circuit Court that ended in a 32-page final judgment awarding a client specific performance of a commercial real estate contract. That is the kind of preparation, down to the wording of the agreement and the history of the parties’ dealings, that dissolution cases demand.

Situations That Lead Sunrise Owners to Seek Dissolution

• Deadlocked Management: Two equal owners, or two equal blocks of managers, cannot agree and neither can outvote the other. Contracts go unsigned, bank accounts need two signatures, and the business slowly stalls. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury as a ground for dissolution.
• Diverted or Missing Funds: A partner or manager cannot account for company money, personal expenses run through the business, or distributions stop going to one side. Claims for an accounting and breach of fiduciary duty often travel alongside the dissolution request.
• Squeezed-Out Minority Owners: A majority owner cuts the minority out of decisions, pay, and information, then offers a lowball price for the shares. Dissolution or the threat of it can force a fair-value conversation.
• Family Business Breakdowns: Siblings who inherited a company, parents and children with different visions, or spouses and in-laws sharing ownership. These cases carry emotional weight, and the firm handles them with discretion while still protecting the client’s financial position.
• Abandoned Companies: A corporation that has stopped doing business but never wound down, leaving assets sitting and shareholders unpaid. Florida allows a shareholder to seek dissolution when the corporation has abandoned its business and failed within a reasonable time to liquidate and distribute assets.
• Breach of the Operating or Shareholder Agreement: One owner ignores buyout terms, transfer restrictions, or approval requirements. The agreement itself often dictates the available remedy, including any deadlock sale mechanism it contains.
• Jointly Owned Real Estate: The company or the owners hold property together, and dissolving the business forces the question of what happens to the building. Partition and quiet title claims sometimes become part of the same case.

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

Start by getting your hands on the documents that govern the company: the articles of incorporation or organization, the operating agreement or shareholder agreement, any buy-sell terms, and recent financial statements, tax returns, and bank records. If you have access to the books today, preserve copies. Owners who wait often find that access has been cut off. Do not delete anything, and do not move company money to “protect” it, because that can hand the other side a breach of fiduciary duty argument against you.

Read what your agreement says about deadlock, buyouts, and dispute resolution before you do anything dramatic. Some agreements require mediation or arbitration first, and some contain a deadlock sale provision. Florida law says that if such a provision is triggered before the court finds deadlock grounds exist, the provision can take the place of a dissolution order. That timing detail can change the entire case, so it is worth a lawyer’s eyes early.

Be aware of deadlines on any related claims. A claim founded on a written agreement generally has a five-year limitations period in Florida, while an oral or implied contract claim has four years. Fraud claims run four years from discovery, subject to an outer cap of 12 years. A claim for specific performance has just one year. Those clocks can run at different speeds inside the same dispute, which is a good reason not to wait and see.

Sunrise is in Broward County, so a dissolution case is typically filed in the Circuit Court of the Seventeenth Judicial Circuit, which sits in and for Broward County. That circuit has a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and cases can be directed there through the court’s administrative procedure. Federal court in Fort Lauderdale or West Palm Beach is possible only when there is a basis for federal jurisdiction.

If money or assets are at risk of disappearing, say so immediately. In a corporate dissolution proceeding the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve assets while the case is pending. In an LLC case, the court must hold a hearing, with notice to the parties and any interested person it designates, before appointing a receiver or custodian. Moving for that kind of emergency relief quickly, with real documentation behind it, is often the most important early step.

Buyouts, Receivers, and Other Ways a Dissolution Case Actually Ends

Filing for dissolution does not always end in dissolution. Florida’s statutes build in an off-ramp. In a corporate case brought by a shareholder on the grounds covered by the statute, the corporation can elect, or if it does not, one or more shareholders can elect, to buy all of the petitioner’s shares at fair value. The corporation must notify the other shareholders within 30 days of the proceeding’s start that they may avoid dissolution by electing to purchase. 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.

For LLCs, a court that finds sufficient merit can appoint a receiver or custodian or order the purchase of the petitioning member’s interest. Filing for judicial dissolution on certain corporate grounds also does not take away a shareholder’s right to use an available deadlock sale provision in a compliant shareholder agreement.

So the real fight is often over price. Valuation, discounts, and the treatment of cash, debt, and goodwill drive the numbers, and the owner who wants out and the owner who wants to stay have opposite incentives. A lawyer who has handled buyouts and valuation disputes knows which side of that conversation your client is on and builds the record accordingly. When negotiation or mediation produces a fair separation, that is usually better than a trial; when it does not, the firm is prepared to litigate in court.

Frequently Asked Questions About Corporate Dissolution in Sunrise

What is the difference between voluntary and judicial dissolution?

Voluntary dissolution is when the owners decide together to wind the company down. Judicial dissolution is when a court orders it, usually because the owners cannot agree or someone is harming the company. A company can also ask the court to supervise a voluntary dissolution that has become contested.

Can one owner force the end of a Florida LLC?

A member can petition the circuit court, but only on grounds the statute recognizes, such as unlawful conduct, impracticability under the operating agreement, illegal or fraudulent behavior by controlling members, waste or misappropriation of assets, or a true deadlock that threatens irreparable injury. Disliking a partner is not enough.

Does my operating agreement matter if I want to dissolve?

Very much. It may require mediation or arbitration first, set a buyout formula, or include a deadlock sale provision that overrides a court dissolution order if it is initiated in time. Reading it carefully is the first step.

What happens if I am the minority owner and the majority wants to buy me out?

In a corporate dissolution case, the company or another shareholder can elect to buy the petitioner’s shares at fair value. The key question becomes what fair value is and who proves it. Minority owners should have the valuation reviewed before accepting any number.

How long does a corporate dissolution case take?

It depends on whether the owners settle, how contested valuation is, and how crowded the court’s calendar is. A case that resolves through a buyout or mediation can finish far sooner than one that goes to a bench trial with a court-appointed receiver involved.

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

Yes. A court can appoint a receiver or custodian in an LLC dissolution proceeding after a hearing, and in a corporate proceeding it can also issue injunctions and carry on the business until a full hearing. The request has to be backed by evidence that the company or its assets are at risk.

What if my partner is taking money from the business?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. In urgent situations, a court can order injunctive relief to stop assets from being moved or spent while the dispute is pending.

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

Often, yes, because small companies tend to have thin paperwork and informal agreements, which makes disputes harder, not easier. The firm looks for resolutions that match the budget and goals of the client instead of running up fees that outweigh the value in dispute.

What if the company owns real estate that the owners cannot agree on?

Dissolution and property questions are frequently linked. Co-owners of real estate can ask the court for partition, either dividing the property or ordering a sale and dividing the proceeds, and title disputes may call for a quiet title action. These claims can be coordinated with the dissolution case.

Can I bring a contract claim at the same time as asking for dissolution?

Frequently you can, and often you should, since limitations periods differ. Written-contract claims have five years, oral or implied contract claims four, and specific performance one. Pleading related claims together can protect leverage and avoid losing a claim to timing.

I live out of state but own part of a Sunrise company. Can you handle the case?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, handles the local court appearances, and keeps clients informed so they do not have to travel for every hearing.

Serving Sunrise and Surrounding Broward and Palm Beach Communities in Corporate Dissolution Matters

Our work for Sunrise business owners begins in Sunrise and extends across Broward County, including Plantation, Tamarac, Lauderhill, Lauderdale Lakes, Fort Lauderdale, Davie, Weston, Coral Springs, Pompano Beach, Deerfield Beach, Hollywood, Pembroke Pines, and Miramar. Corporate and LLC disputes from these communities are typically heard in the Seventeenth Judicial Circuit, and the firm appears in the courts that hear them.

The firm also serves clients throughout Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth Beach, West Palm Beach, Palm Beach Gardens, Jupiter, and Wellington, where the Fifteenth Judicial Circuit handles corporate dissolution and partnership disputes. Many of the companies we represent are family-run or investor-owned, and many of the owners live in New York, New Jersey, or Connecticut while their businesses and property sit in South Florida. Wherever the company is located, the work is the same: understanding the agreement, the money, and what the owners actually want out of the dispute.

Talk to a Sunrise Corporate Dissolution Lawyer Before the Deadlock Costs You More

If your company is stuck, your partner has stopped playing fair, or you need a clean exit from a business that has outlived the relationship behind it, speak with a Sunrise business dissolution attorney who has spent decades in these disputes. The Andrew M. Schwartz Legal Team can review your agreement, assess your options, and tell you candidly whether a buyout, a negotiated wind-down, or a court case makes the most sense. Call to schedule a consultation.