West Palm Beach Corporate Dissolution Attorney

Co-owners in West Palm Beach who can no longer run a company together have to decide whether to buy, sell, or shut the business down, and that decision is usually harder than it looks. The Andrew M. Schwartz Legal Team handles partnership disputes, LLC member conflicts, shareholder fights, and business and real estate litigation for owners in West Palm Beach, throughout Palm Beach County, and across Broward County. If you are weighing a West Palm Beach corporate dissolution attorney to help you exit or end a company, the first thing to know is that dissolution is rarely a single event. It is a set of choices about who keeps the business, who pays whom, and who controls the money while everything is sorted out.

Florida gives owners several routes. Some companies wind down by agreement. Others reach a negotiated buyout. And when co-owners are deadlocked or one of them is draining the company, a circuit court can order dissolution or another remedy. Which route fits depends on the entity type, what the operating or shareholder agreement says, and what the other owner has been doing.

The sections below cover how these cases typically unfold, which Florida statutes govern LLCs and corporations differently, and what to do in the first weeks.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s hardest business and real estate disputes, serving West Palm Beach, Boca Raton, Fort Lauderdale, and the rest of Palm Beach County and Broward County. We also represent clients from New York, New Jersey, and Connecticut who have business or real estate interests in South Florida.

Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. 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 the ground 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 works as a true legal team, so everyone on a matter knows the file. We keep a strict 24 hour return call policy, and our attorneys are experienced in mediation and arbitration as well as courtroom litigation. That matters here because many dissolution disputes end at the negotiating table, and the lawyer who can credibly try the case usually negotiates the better deal. In November 2024 the firm reported a final judgment after a 5-day bench trial in Broward County Circuit Court awarding a client specific performance of a commercial real estate contract, a 32-page ruling that reflects the trial-level work we bring to contested business disputes.

Situations That Lead West Palm Beach Owners to Seek Dissolution

• Deadlocked Management: Two 50/50 owners disagree on a major decision and neither can break the tie. For an LLC, deadlock that threatens irreparable injury to the company is an express statutory ground for judicial dissolution.
• Misappropriation or Waste of Assets: A manager or controlling owner is diverting company funds, paying personal expenses, or letting assets be wasted. Florida’s LLC statute lists this as a ground when it causes injury, and emergency relief may be needed to freeze the problem.
• Unlawful or Fraudulent Conduct by Those in Control: Controlling members or managers have acted, are acting, or are reasonably expected to act illegally or fraudulently, which can support dissolution of an LLC.
• Company Cannot Operate as Its Documents Require: When it is no longer reasonably practicable to carry on the business in line with the articles and operating agreement, an LLC member can ask the court to step in.
• Abandoned Corporate Business: A shareholder can seek judicial dissolution when a corporation has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve.
• Family Business Breakdowns: Siblings who inherited a company, parents and children who disagree about its future, or spouses and in-laws who share ownership. These cases call for discretion alongside firm protection of your financial interest.
• Minority Owner Squeeze-Outs: A minority holder is shut out of decisions, denied distributions, or kept in the dark about the books, and wants either a fair exit or a court-supervised end to the company.
• Real Estate Held Through the Entity: When the company’s main asset is property, dissolution often runs alongside a partition action or title dispute among the same owners.

How These Cases Typically Unfold in Palm Beach County

Most dissolution disputes begin long before a complaint is filed. One owner stops cooperating, access to books is cut off, or money goes missing. The earliest stage is usually a review of the operating agreement or shareholder agreement, because those documents may already contain a buyout formula, an expulsion mechanism, or a deadlock sale clause. Under Florida’s LLC statute, if a deadlock sale provision is initiated before the court finds deadlock grounds, that provision applies in place of a dissolution order or a court-ordered purchase, as long as it is then carried through.

If there is no workable contract remedy, the case moves to circuit court. Palm Beach County actions are heard in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, and Broward County matters go to the Seventeenth Judicial Circuit. Circuit courts handle disputes above the county court ceiling, and a business dissolution dispute with real assets at stake belongs there. Broward also has a complex business division that handles, among other things, dissolution of certain business entities, so the right forum can matter if your company or its property reaches into Broward County. Federal court in West Palm Beach is available only when there is a proper federal basis.

Early in a contested case the court can act fast. For an LLC, the court may appoint a receiver or custodian if the showing has sufficient merit, but it must first hold a hearing after notice to the parties and any interested person it designates. For a corporation, the court can issue injunctions, appoint a receiver or custodian during the proceeding, and take other steps to preserve corporate assets. That interim control is often what keeps the company’s cash and customers intact while the ownership fight is resolved.

Many cases then settle. A buyout, a sale of the business to a third party, or a structured wind-down is frequently cheaper than a trial. When settlement fails, the court decides whether dissolution is warranted or whether a lesser remedy fits, and who gets what.

LLCs and Corporations Are Not Treated the Same

Florida’s LLC Act and its corporation statutes provide different grounds, so identifying the entity type is the first legal step. For an LLC, a member or manager can seek judicial dissolution on grounds including unlawful operations, impracticability under the operating agreement, illegal or fraudulent conduct by those in control, asset misappropriation or waste causing injury, and deadlock with threatened or actual irreparable injury. The Department of Legal Affairs can also seek dissolution of an LLC that obtained its articles through fraud or has exceeded or abused its legal authority, though that is a government action and not an owner remedy.

Corporations carry a built-in off-ramp. When a shareholder petitions for dissolution, the corporation, or if it does not act, one or more other shareholders, can elect to buy the petitioner’s shares at fair value. The corporation must notify the other shareholders within 30 days after the proceeding begins 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. Filing for dissolution on certain grounds does not cancel a shareholder’s right to start a deadlock sale provision under a qualifying shareholder agreement.

For the person filing, this means a dissolution petition can end with you being bought out rather than the company being shut down. Valuation then becomes the real fight, and who controls the numbers matters.

What to Do Right Now if Your Company Is Coming Apart

Start by getting the governing documents in one place: the articles, the operating or shareholder agreement, any amendments, buy-sell terms, and recent financial statements, tax returns, and bank records. Pay particular attention to any clause on buyouts, dissociation, deadlock, or dispute resolution, since an arbitration or mediation requirement can change where and how the case begins.

Preserve evidence of what concerns you. If you suspect missing money, collect account statements, distribution records, and communications about payments. Do not access accounts or systems you are not authorized to use, and do not remove company property; that can create problems for you. Keep communications with your co-owner in writing where you can, and be careful about what you say, because those messages tend to become exhibits.

Watch the clock. Florida’s limitations periods vary by claim: a claim founded on a written instrument has five years, an oral or implied contract claim has four, a fraud claim has four years from discovery subject to a 12-year outer cap, and a negligence-based claim has two years for causes of action that accrued after March 24, 2023. A specific performance action has a one-year period. Because several of these claims can sit inside a single ownership dispute, waiting can quietly cost you a claim.

If assets are moving or being spent, say so early. Injunctive relief is built for exactly that situation, and the sooner a court is asked, the more there is left to protect. Cases in Palm Beach County are filed with the Clerk at the courthouse in West Palm Beach, and those in Broward County are filed in Fort Lauderdale with the Clerk there. A common mistake is trying to force the other owner out informally, by locking doors, changing passwords, or diverting customers. Those moves often hand the other side a claim against you. Another is signing a quick buyout without an independent valuation.

Partition and Title Issues That Often Come With a Dissolution

When a failing company holds real estate, or co-owners hold property personally outside the entity, partition may be the cleaner tool. All partition actions in Florida are in chancery. The complaint must describe the land, identify the owners and where they live, and state each owner’s share. If the court orders partition, it appoints three commissioners, chosen by the court unless the parties agree. Where dividing the land cannot be done without prejudice to the owners, the court can order a public sale and divide the proceeds by ownership interest. If a sale is on credit, at least one-third of the purchase money must generally be paid down unless all parties consent otherwise.

Family-inherited property is treated differently. Florida’s Uniform Partition of Heirs Property Act applies to qualifying property held in tenancy in common where one or more cotenants acquired title from a relative, and it adds protections before a forced sale. When ownership of a parcel is clouded or contested, a quiet title action can settle who holds title; the complaint can be filed in any county where part of the land lies, and the plaintiff generally must deraign title for at least seven years.

Questions About Corporate Dissolution in West Palm Beach

What is the difference between dissolving a company voluntarily and judicially?

Voluntary dissolution happens when the owners agree to wind the company down under their governing documents. Judicial dissolution is ordered by a circuit court when one owner petitions and proves a statutory ground, usually because the owners cannot agree or someone is harming the business.

Can one LLC member force dissolution in Florida?

A member can petition the court, but must prove a ground such as deadlock with threatened irreparable injury, misappropriation or waste of assets, illegal or fraudulent conduct by those in control, or that the business cannot practicably operate under its documents. The operating agreement may also supply its own exit terms.

Can I be bought out instead of dissolving the company?

Often, yes. In corporate dissolution proceedings of the shareholder type, the company or other shareholders can elect to purchase the petitioner’s shares at fair value. For LLCs, the court can order a purchase of a petitioning member’s interest. Many cases end this way.

How is the value of my ownership interest determined?

For a corporation, the buyout standard is fair value. Parties first try to agree, and if they cannot, the court resolves the dispute, often with competing financial experts. Valuation is frequently the most contested piece of a business divorce.

What happens to the company while the case is pending?

It keeps operating unless the court intervenes. The court can issue injunctions and, after a hearing with notice, appoint a receiver or custodian to preserve assets. Those tools are used when money or property is at risk.

Do I have to file in court at all?

No. Many disputes resolve through negotiation, mediation, or arbitration, and some agreements require it. We pursue the path most likely to meet your goals and budget, and we prepare for trial so that negotiation rests on real leverage.

What if my partner is taking company money?

You may have claims for breach of fiduciary duty, an accounting, and recovery of funds, and in urgent cases a court can order injunctive relief to stop assets from being moved or spent. Documenting the transfers early strengthens those claims.

My operating agreement has a deadlock sale clause. Does that control?

If the clause is initiated before the court finds deadlock grounds and is then carried through, Florida’s LLC statute lets it apply in place of a judicial dissolution order or court-ordered purchase. A lawyer should read the exact wording and triggering steps before anyone acts.

Can I handle this from New York or New Jersey?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut who own Florida businesses or property. We handle the Florida court appearances and keep you informed, so you do not need to travel for every hearing.

Does dissolving the company end my personal exposure?

Not automatically. Claims for breach of fiduciary duty, unpaid obligations, or guaranteed debts can survive dissolution and follow individuals. How you wind down, and what you sign, matters as much as the filing itself.

Is dissolution worth it if the business still makes money?

Sometimes a buyout or sale produces a better result than shutting down. A profitable company with a broken ownership relationship is often best resolved by one side buying the other out at a fair price, which preserves value for everyone.

Serving West Palm Beach Corporate Dissolution Clients Across South Florida

We represent owners in West Palm Beach and throughout Palm Beach County, including Palm Beach, Lake Worth Beach, Lantana, Boynton Beach, Delray Beach, Boca Raton, Royal Palm Beach, Wellington, Palm Beach Gardens, Jupiter, North Palm Beach, Riviera Beach, and Greenacres. Business owners in the Clematis Street and downtown corridors, along Okeechobee Boulevard, and in the commercial districts of Palm Beach Gardens and Delray Beach often come to us when partners reach an impasse.

Our practice also extends into neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood. Clients with interests in both counties benefit from a team that works in the Fifteenth and Seventeenth Judicial Circuits. And we serve owners from New York, New Jersey, and Connecticut whose companies or co-owners are here in South Florida.

Talk to a West Palm Beach Corporate Dissolution Attorney

If your company’s ownership has broken down, or a partner is putting its assets at risk, the options narrow with time. A West Palm Beach corporate dissolution attorney at the Andrew M. Schwartz Legal Team can review your agreements, explain whether a buyout, a negotiated wind-down, or court-ordered dissolution fits your situation, and move quickly if emergency relief is needed.

Call us to schedule a consultation. We will tell you plainly where you stand and what the realistic paths forward are.