Weston Corporate Dissolution Attorney

A dissolution fight involving a Weston company almost always lands in the Seventeenth Judicial Circuit, the circuit court that sits in and for Broward County, and the way that case begins often determines how it ends. Some owners want out and can negotiate it. Others discover that a partner has stopped cooperating, stopped reporting, or started moving money. The Andrew M. Schwartz Legal Team is a business litigation and real estate firm that serves Weston and the rest of Broward County, along with Palm Beach County and the wider South Florida area, and works with owners on exactly these situations.

Finding the right Weston corporate dissolution attorney starts with knowing that Florida does not treat every company the same way. Corporations are governed by Chapter 607 and limited liability companies by Chapter 605, and each statute gives owners a different set of grounds, remedies, and exit routes. A shareholder in a closely held corporation may be able to force a buyout instead of a shutdown. An LLC member may need to prove deadlock or misappropriation before a judge will act. Knowing which path fits your facts is the first real decision in the case.

How Florida Courts Actually Dissolve a Company

Dissolution does not have to mean the lights go off. Florida law gives a circuit court a range of tools, and judges tend to reach for the milder ones when the business is still worth something. For corporations, the court can dissolve the company or order a different remedy, and a shareholder can ask for relief when, for example, the company has abandoned its business and failed to wind itself up within a reasonable time. The corporation itself can also ask the court to supervise a voluntary dissolution that is already underway.

For LLCs, a manager or member can seek judicial dissolution on several grounds: the company’s activities are being conducted unlawfully, it is not reasonably practicable to operate in line with the articles and operating agreement, the people in control have acted or are expected to act illegally or fraudulently, assets are being misappropriated or wasted to the company’s injury, or the managers or members are deadlocked and the company faces irreparable injury. If the operating agreement contains a deadlock sale mechanism that is started before the court finds deadlock, that contractual process generally controls instead of a dissolution order. That is one reason we read the operating agreement before anything else.

The court can also appoint a receiver or custodian once the petitioner shows enough merit, though a hearing with notice to the parties comes first. In a corporate proceeding, the judge may issue injunctions, appoint a receiver or custodian, preserve assets, and keep the business running until a full hearing. In practice, these interim orders are often what protects the company while the larger fight plays out.

Why Choose the Andrew M. Schwartz Legal Team for Corporate Dissolution in Weston

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s hardest business and real estate disputes. The firm’s work centers on business divorce, partnership and member disputes, complex contract litigation, partition actions, and real estate litigation, and it serves clients in Weston, Fort Lauderdale, Boca Raton, West Palm Beach, and throughout Broward and Palm Beach Counties. Many clients also live in New York, New Jersey, or Connecticut and own a stake in a South Florida business or property; the firm handles the local court appearances so those owners do not have to travel for every hearing.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation. He holds an undergraduate degree from Emory University (1986) and a law degree from the University of Miami (1989), and his practice has been built around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. 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 genuine team, so whoever picks up your call knows your file, and calls are returned within 24 hours if we are in court.

On the results side, a 5-day bench trial in Broward County Circuit Court ended in a 32-page final judgment in May 2024 awarding the firm’s client specific performance of a commercial real estate contract. Business and real estate disputes often overlap in a dissolution, because the company’s main asset is frequently a building or a parcel, and trial experience on both sides of that line matters. The attorneys are also experienced in mediation and arbitration, and Andrew’s view is that most clients want the right resolution at a sensible cost, not a case stretched out for its own sake.

Situations That Lead Weston Owners to Seek Dissolution or a Buyout

• Deadlocked Management: Two equal owners or two blocs of members cannot agree on a major decision, and the company stalls. Florida’s LLC statute treats a deadlock that cannot be broken and threatens irreparable injury as a ground for court action.
• Diverted or Wasted Assets: A partner or manager is paying personal expenses from the company, moving funds between accounts, or cannot explain where the money went. These facts support claims for an accounting, breach of fiduciary duty, and recovery of funds, and can justify emergency relief.
• Minority Owner Squeeze-Outs: The majority cuts a minority shareholder or member out of management, stops paying distributions, or withholds financial records. A corporate shareholder who petitions for dissolution may trigger a statutory buyout election at fair value.
• Family Business Breakdowns: Siblings who inherited a company, parents and children with different plans, or in-laws who share ownership. These cases carry personal weight and call for discretion alongside firm financial protection.
• Abandoned Companies: A corporation that has quit operating but never wound down, leaving assets and obligations in limbo. A shareholder can ask the court to force liquidation when the company has failed to dissolve within a reasonable time.
• Operating Agreement Violations: A member ignores buyout, transfer, or voting provisions, or the agreement leaves the process unclear. Dissolution disputes often turn on the exact wording of the agreement and the parties’ history of dealing.
• Companies Holding Real Estate: When the business owns property, dissolution may involve partition, title questions, or a sale. The firm’s real estate litigation practice covers partition actions and title disputes alongside the corporate claims.

What to Do Now and Where These Cases Are Heard

Start by pulling together the governing documents: the articles, the operating agreement or shareholder agreement, any buy-sell or deadlock provisions, and the company’s financial records and tax returns. Read for three things in particular: a buyout formula, a deadlock sale clause, and any requirement to mediate or arbitrate first. Those provisions can reshape your options before a lawsuit is ever filed. Preserve emails and texts with your co-owners, and take a clean snapshot of bank statements and ledgers while you still have access.

Resist the urge to take matters into your own hands. Draining an account, changing the locks, or cutting off a partner’s access can hand the other side a claim and a persuasive story. If you believe assets are being moved, talk to counsel quickly, because a court can enter injunctive relief to freeze the situation, but only if you move before the money is gone.

For a Weston company, a dissolution suit is generally filed in the circuit court for Broward County, which is the Seventeenth Judicial Circuit. That circuit maintains a complex business division that handles, among other things, dissolution of certain business entities and large business litigation, and a case can be filed directly into it by following the circuit’s administrative order and submitting the required form with the Clerk. Where an entity has operations or property in Palm Beach County, the Fifteenth Judicial Circuit may come into play. Circuit court generally handles disputes above the county court ceiling, which is adjusted from time to time, and dissolution and injunction claims are in circuit court by nature. Federal court in the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach, may be an option when federal jurisdiction exists.

Timing matters on the contract side. A claim founded on a written agreement carries a five-year limitations period, an oral or implied contract claim carries four years, and a fraud claim runs four years from discovery, subject to an outer cap of twelve years. A suit seeking specific performance carries a one-year period. Dissolution petitions are not governed by one tidy deadline, but waiting while a partner keeps spending only weakens your position, so the practical advice is to get the documents in front of an attorney early.

Expect the early stage to be about control and information: motions for interim relief, requests for records, and often a mediation. Many of these cases settle through a buyout or structured wind-down once each side sees the numbers, and a valuation dispute is usually the real battleground. When settlement does not work, the case moves toward an evidentiary hearing or trial, where the judge decides whether grounds exist and what remedy fits.

Buyouts, Valuation, and Winding Up

The most useful thing to understand about corporate dissolution is that the threat of shutting a company down is often leverage for a buyout. Under Florida’s corporate statute, once a shareholder petitions for dissolution on certain grounds, the corporation must notify the other shareholders within 30 days that they can avoid dissolution by electing to buy the petitioner’s shares. The corporation can make that election, and if it does not, one or more shareholders can. The price is fair value of the petitioner’s shares. 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 the election generally cannot be withdrawn unless the court finds it equitable to modify it. LLCs have a parallel route, with the court able to order a purchase of a petitioning member’s interest.

Valuation is where these cases are won and lost. Disputes arise over whether to apply a minority discount, how to treat owner compensation, what the real estate is worth, and whether missing money should be added back. Having counsel who has handled valuation disputes and who can work with financial professionals matters more than any procedural step.

When a company really does have to close, winding up means collecting assets, paying creditors, and distributing what is left according to the ownership interests. A court-appointed receiver or custodian may run that process when the owners cannot be trusted to do it themselves. Where the company holds real estate, the sale itself can become its own contested step.

Questions About Corporate Dissolution in Weston

What is the difference between dissolving a corporation and an LLC in Florida?

Corporations are governed by Chapter 607 and LLCs by Chapter 605, and each has its own grounds for judicial dissolution and its own remedies. The practical goal is often the same, but the statutory path and the available buyout mechanics differ, so the entity type shapes the strategy.

Can a minority owner force a company to dissolve?

A minority shareholder or member can petition a circuit court, but must fit within the statutory grounds, such as deadlock, misappropriation of assets, or illegal or fraudulent conduct by those in control. Courts weigh the evidence, and the petition frequently leads to a buyout negotiation rather than an actual shutdown.

What happens if my partner and I are deadlocked?

If the operating agreement has a deadlock sale or buyout clause, that mechanism may apply first. If not, an LLC member can seek judicial dissolution by showing the deadlock cannot be broken and irreparable injury to the company is threatened or occurring.

Do I have to go to court to dissolve a company?

No. If all owners agree, the company can wind down voluntarily. Court becomes necessary when owners disagree, when a partner is acting improperly, or when someone needs a judge to supervise the process or order a buyout.

How long do corporate dissolution cases take in Broward County?

It depends on whether the parties settle, how contested valuation is, and whether emergency relief is needed. Cases that resolve through a buyout or mediation move much faster than those that go to an evidentiary hearing or trial.

Can the court stop my partner from taking company money while the case is pending?

Yes. A circuit court can issue injunctions, appoint a receiver or custodian after a hearing, and take other steps to preserve assets. Acting quickly, before funds leave, makes this relief far more effective.

What does “fair value” mean in a statutory buyout?

It is the value of the petitioning shareholder’s shares as determined under the corporate statute, and it is frequently contested. Experts often address discounts, earnings, assets, and real estate holdings, and the number can differ widely depending on the method.

My company owns real estate in Weston. Does that change the case?

It can. Property may need to be appraised, sold, or partitioned, and title questions can complicate the wind-down. The firm handles real estate litigation, partition actions, and title disputes alongside the corporate claims.

I live in New York and my business partner is in Florida. Can you still help?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with South Florida business or real estate interests, handles the local appearances, and keeps you informed without requiring travel for every hearing.

Does my operating agreement have to be mediated or arbitrated first?

Possibly. Many agreements include dispute resolution clauses. Whether they apply to a dissolution petition, and whether they can be bypassed for emergency relief, depends on the exact language, which is why the agreement is the first document we read.

Can another attorney refer me to your firm?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out of state attorneys whose clients have Florida disputes. We keep referring counsel informed throughout the matter.

Is a business ever better off just negotiating a buyout?

Often, yes. A negotiated buyout or structured wind-down usually costs less and preserves more value than litigating to judgment. The firm looks for the resolution that fits your goals and budget, and litigates when negotiation fails.

Serving Weston and Surrounding Broward and Palm Beach Communities

Our reach continues into Fort Lauderdale, Coral Springs, Parkland, Coconut Creek, Deerfield Beach, Pompano Beach, Hollywood, and Hallandale Beach. In Palm Beach County, we work with clients in Boca Raton, Delray Beach, Boynton Beach, Wellington, West Palm Beach, and Palm Beach Gardens. Owners from New York, New Jersey, and Connecticut who hold a business or real estate interest here also turn to the firm when a South Florida partner or co-owner relationship breaks down.

Talk With a Weston Corporate Dissolution Attorney Today

If a business relationship has reached the point where a buyout, a wind-down, or a court-ordered dissolution is on the table, the Andrew M. Schwartz Legal Team can review your agreements, explain your options, and tell you candidly which route makes sense. Call to speak with a Weston corporate dissolution attorney and schedule a consultation about your company.