Wellington Corporate Dissolution Attorney

Two owners in Wellington who can no longer run a company together do not get to simply walk away from it; the company, its bank accounts, its contracts, and its property all stay tied to both of them until someone buys out the other, the business is wound down by agreement, or a Palm Beach County circuit judge orders the entity dissolved. The Andrew M. Schwartz Legal Team handles partnership disputes, LLC member conflicts, shareholder fights, and court-supervised wind-downs for business owners in Wellington and across Palm Beach County and Broward County, and when someone searches for a Wellington corporate dissolution attorney, the real question is usually how to get out of a deadlocked company without losing the value built inside it.

Dissolution is rarely the first thing an owner wants. More often it is the last option left after months of stalled decisions, withheld financial records, or a co-owner who has started treating company money as personal money. Florida law gives owners several paths that fall short of a full shutdown, including negotiated buyouts, statutory purchase elections, and sales triggered by a deadlock provision in the governing agreement. Knowing which path your company’s documents and facts support is the difference between a controlled separation and a drawn-out fight that drains the business.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving owners, investors, and families throughout Palm Beach County, Broward County, and South Florida, including clients in New York, New Jersey, and Connecticut who hold business or property interests here. Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. Senior Counsel Sundeep Nath, a Northwestern-trained litigator, adds years of business and real estate experience in both state and federal courts.

That experience matters in dissolution cases because they are won on documents and conduct: what the operating agreement or shareholder agreement actually says, how the owners have dealt with each other, and where the money went. 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. The attorneys are comfortable in mediation and arbitration as well as in the courtroom, and the firm looks for the resolution that fits a 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 the firm’s client specific performance of a commercial real estate contract. Dissolution disputes often involve exactly that kind of work: a judge reading a long record, weighing credibility, and ruling on the written agreements between the parties. The firm also serves as registered agent and outside general counsel for business clients, which gives its attorneys a practical view of how companies are structured and where owner disagreements begin.

Situations That Lead Wellington Owners to Seek Dissolution

• Deadlocked LLC Members: When members split evenly and cannot break a tie on a major decision, Florida’s LLC statute lets a member ask the circuit court for dissolution if the deadlock cannot be resolved and irreparable injury to the company is threatened or already occurring. If the operating agreement has a deadlock sale provision that was triggered before the court finds a deadlock, that provision generally controls instead.
• Misappropriated or Wasted Assets: A member or manager who diverts company funds, commingles accounts, or lets assets be wasted can give the other owners grounds for judicial dissolution, along with claims for an accounting and breach of fiduciary duty.
• Impracticable Operations Under the Operating Agreement: Dissolution is available when it is no longer reasonably practicable to carry on the company’s activities in line with its articles and operating agreement, a ground that fits businesses where governance has simply broken down.
• Controlling Owners Acting Illegally or Fraudulently: If those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently, a manager or member can petition the court rather than wait for further damage.
• Shareholder Disputes in a Corporation: A shareholder can seek dissolution on statutory grounds, including when a corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. Many Wellington corporations are closely held by families or friends, where the oppression of a minority holder is the real complaint.
• Family-Owned Companies: Siblings who inherited a business, parents and children with different visions, and in-laws who share ownership face questions of control and compensation that do not fit neatly into a statute, and the firm handles these cases with discretion.
• Co-Owned Real Estate Held Through the Company: When the entity’s main asset is property, dissolution often runs alongside a partition action or title dispute, and the plan for the property drives the whole separation.
• Voluntary Dissolutions Under Court Supervision: A company that has chosen to dissolve can ask the court to continue the process under supervision when owners disagree about how assets are sold and proceeds divided.

What a Wellington Owner Should Do Before Filing Anything

Start with the paperwork. Pull the articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell terms, and every amendment. Many documents contain a buyout formula, a deadlock sale mechanism, a mandatory mediation or arbitration clause, or a restriction on who may petition a court, and any of these can change your first move. Next, gather financial records you are entitled to see: bank statements, tax returns, general ledgers, loan documents, and records of capital contributions and distributions. If a partner is withholding them, that refusal is itself evidence.

Preserve rather than confront. Do not move money, change locks, cut off a co-owner’s access, or delete anything, because actions taken in anger are routinely used against the person who took them. If assets are leaving the company, a court can issue injunctive relief and, after a hearing with notice to the parties, can appoint a receiver or custodian to hold the business together while the dispute plays out. In a corporate dissolution case, the court can also issue injunctions and take steps to preserve corporate assets and keep the business running until a full hearing. Raising that concern early, with documents to support it, is far more effective than raising it after the money is gone.

Timing matters in ways owners often overlook. Claims arising out of a written agreement generally must be brought within five years, while claims based on an oral or implied agreement carry a four-year period, and fraud claims run four years from discovery with an outer limit of 12 years. Specific performance claims have only a one-year period. Because a dissolution dispute can combine several of these theories, waiting while tensions simmer can quietly forfeit part of your case.

On the corporate side, know that a shareholder petition triggers a built-in off-ramp. Within 30 days of the start of a proceeding on the statutory grounds, the corporation must notify the other shareholders that they can avoid dissolution by electing to purchase the petitioner’s shares at fair value. If the parties agree on value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms, and an election to purchase is irrevocable unless the court finds it equitable to modify it. For LLCs, the court can likewise order a buyout of a petitioning member’s interest instead of dissolving the company. In practice, this means a dissolution petition is often the lever that produces a negotiated valuation and buyout, so the way the petition is framed and supported has real consequences.

Wellington sits in Palm Beach County, so these cases are heard in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, with the main courthouse in West Palm Beach and a branch in Royal Palm Beach. Disputes above the county court ceiling belong in circuit court, which is where dissolution and injunction cases are filed. If the company or opposing owners are in Broward County, the Seventeenth Judicial Circuit applies, and its complex business division handles dissolution of certain business entities and large business litigation. Cases involving federal claims or diversity may reach the U.S. District Court for the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. Out of state owners do not need to travel for each hearing; the firm handles local court appearances and keeps you informed at every stage.

How Florida Courts Decide Whether to Dissolve, Buy Out, or Wind Down

Florida’s LLC statute lists specific grounds a manager or member can raise: all or substantially all activities are being conducted unlawfully; carrying on the business under the articles and operating agreement is not reasonably practicable; 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 irreparable injury is threatened or occurring. The Department of Legal Affairs has its own, narrower ground, such as an LLC obtaining its articles through fraud. Note what the statute does not say: it does not authorize dissolution merely because owners dislike each other. The petitioner needs facts that fit a listed ground, and building that record is most of the work.

Judges also have remedies short of ending the company. After finding sufficient merit, a court may appoint a receiver or custodian or order a purchase of the petitioner’s interest, and for corporations, the statute allows remedies beyond dissolution. This is why the strategy for a Wellington business divorce so often centers on valuation. Which side proposes the purchase, what discounts or premiums apply to a minority stake, how real property held by the company is appraised, and whether disputed distributions are credited to one owner’s account all move the number significantly.

A written agreement can also shape the outcome before any judge is involved. A shareholder agreement that complies with the statute may contain a deadlock sale provision, and filing for judicial dissolution does not cut off a shareholder’s right to start that process. The same logic applies when a dispute is headed to mediation or arbitration under the governing documents. The firm’s attorneys read the agreement first, because the right forum and remedy are usually written down long before the dispute begins.

When the company owns real estate or the owners also co-own property outside the entity, dissolution intersects with Florida’s partition statute, under which the court either divides the land or orders it sold at public auction and divides the proceeds among the owners according to their interests. Quiet title actions and title disputes can arise in the same fact pattern. Handling the entity dispute and the property dispute together, rather than in separate silos, keeps the strategy consistent.

Questions Wellington Owners Ask About Dissolving a Company

What is the difference between dissolving a company and a business divorce?

Business divorce is the broader term for separating co-owners, whether through a buyout, a sale, a negotiated wind-down, or a court order. Dissolution is one of the tools. Many business divorces end with one owner buying out the other and the company continuing.

Can I dissolve an LLC in Florida if my partner refuses?

You can ask the circuit court to do it if the facts fit a statutory ground, such as deadlock with irreparable injury, misappropriated assets, or illegal or fraudulent conduct by those in control. Disagreement alone is not enough, and your operating agreement may require a different process first.

What if my operating agreement has a buyout or deadlock sale clause?

Those clauses can control the outcome. If a deadlock sale provision is initiated before a court finds that deadlock grounds exist, it applies in place of a judicial dissolution order or a court-ordered buyout, so whoever acts first and correctly may shape the result.

Can the other shareholders stop a corporation from being dissolved?

Often yes. The corporation or other shareholders can elect to buy the petitioning shareholder’s shares at fair value, which avoids dissolution. The corporation has to notify the other shareholders of this right within 30 days after the proceeding begins.

How is fair value decided in a buyout?

The parties can agree within 60 days after the first election is filed, and the court then orders the purchase on those terms. If they cannot agree, the court decides the question, usually with competing valuation evidence about the business and its assets.

Can a court take control of the company while the case is pending?

It can appoint a receiver or custodian after notice and a hearing, and in a corporate dissolution case it can issue injunctions and take other steps to preserve assets. These measures are used when assets are at risk, not simply because owners are fighting.

What if my partner is draining the company’s accounts right now?

That is the situation emergency relief exists for. Evidence of diverted funds, commingling, or unexplained transfers supports a request for a temporary injunction alongside claims for an accounting and breach of fiduciary duty.

How long do I have to bring a claim against a partner?

It depends on the claim. A claim based on a written agreement generally has a five-year period, an oral or implied contract claim has four years, and fraud runs four years from discovery within a 12-year cap. Because several theories can apply at once, it is safest to evaluate them together early.

I live in New York or New Jersey but my company is in Wellington. Do I need to be here?

No. The firm regularly represents out of state clients with South Florida business or real estate interests, handles the court appearances, and schedules conference calls at times that work for everyone.

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

Often it is, because the central dispute is usually control, records, or the value of an ownership stake, and mistakes early on, like moving money or ignoring a contract clause, can be costly. A review of the governing documents will tell you whether the cost of pursuing a claim makes sense relative to what is at stake.

Do dissolution cases always go to trial?

No. Many resolve through negotiation, mediation, or arbitration, and the statutory buyout mechanisms push the parties toward agreement on value. The firm pursues the path most likely to meet your goals and prepares for court in case it becomes necessary.

What happens to company real estate in a dissolution?

It is typically sold, distributed, or bought out as part of the winding up, depending on the agreement and the court’s orders. If co-owners also hold property outside the entity, a partition action may be needed alongside the dissolution.

Serving Wellington Business Owners and the Surrounding Communities

The firm represents owners in Wellington and throughout Palm Beach County, including Royal Palm Beach, Loxahatchee Groves, The Acreage, Lake Worth Beach, Greenacres, Boynton Beach, Delray Beach, Boca Raton, West Palm Beach, Palm Beach Gardens, Jupiter, North Palm Beach, Riviera Beach, Belle Glade, and Palm Springs. Wellington’s mix of equestrian businesses, real estate investment companies, professional practices, and family-run ventures means the entities involved range widely, but the underlying disputes over control, money, and exit are the same.

Across the county line, the firm also serves clients in Broward County, including Fort Lauderdale, Pompano Beach, Deerfield Beach, Coral Springs, Plantation, Hollywood, Davie, Weston, and Sunrise, along with owners from New York, New Jersey, and Connecticut whose partners, co-owners, or properties are in South Florida.

Speak With a Wellington Corporate Dissolution Lawyer About Your Company

If you are weighing a buyout, a negotiated wind-down, or a court petition, the Andrew M. Schwartz Legal Team can review your governing documents and the facts of the dispute and explain which options are realistic. Our Wellington corporate dissolution lawyer team handles these cases for LLC members, shareholders, and partners across Palm Beach County and Broward County. Call to schedule a consultation and learn where you stand before the next decision gets made for you.