Can a business be taken to court in Florida?

Grant Law - News - Can a business be taken to court in Florida?

June 19, 2026

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At the start of a project, partners rarely think about litigation. And that’s a mistake. A corporate conflict in Florida is the fastest way to completely lose control over a company, get bogged down in years of legal wrangling, and sell off assets for pennies on the dollar.

Investors and co-founders regularly come to our office with specific questions: how to remove a toxic partner from the business, whether it’s possible to forcefully buy out their share, or if it’s easier to just liquidate the company through the courts?

Florida corporate law provides such levers. But in practice, it all comes down to a solid evidentiary basis. All the basic rules are outlined in the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes). This is the law we will rely on.

Below is an analysis of real scenarios on how to divide a company when peaceful negotiations are no longer possible.

Expulsion of a Partner from an LLC

Removing a member from the business by a simple “majority” vote is not possible. Florida does not grant such an automatic right.
First and foremost, we always refer to the Operating Agreement. This document defines how votes are distributed and under what conditions partners can part ways. If the agreement clearly states a provision for expulsion for specific violations, it will be much easier for us.

If there is no such provision, we will have to invoke the mechanisms of Florida Statute § 605.0602. We need to prove that the partner:

  • Is acting unlawfully and causing direct harm to the company.
  • Is grossly violating the terms of the Operating Agreement.
  • Is systematically failing in their fiduciary duties (for example, secretly taking clients away).
  • Has completely paralyzed joint operations with their actions.

For an American judge, arguments like “it has become difficult to communicate with them” or “we don’t get along” mean nothing. Numbers are needed: independent audits, account statements, corporate correspondence, and facts of actual harm to the business.

Statutory Buyout

Taking a partner’s share against their will is a completely feasible task. This is done using the strict but effective mechanism of Florida Statute § 605.0706.

Here’s how it works: if one of the members files a petition for the forced liquidation of the company, the other owners or the LLC itself have the legal right to demand the buyout of their share at fair market value. It turns into a twist: a corporate war to close the firm often ends with the court simply ordering the buyout of the conflicting partner’s share.

In such processes, lawyers are needed who can read not only the laws but also complex financial statements.

Court Division and Liquidation of the Company

When a conflict reaches a deadlock, the question of closing the LLC arises. According to Florida Statute § 605.0702, the court has the right to dissolve the company if:

  • The business is being conducted illegally or with fraud.
  • It is technically impossible to continue operations under the Operating Agreement.
  • The management is openly stealing or squandering the company’s assets.
  • A deadlock has arisen between the partners, paralyzing all operational activities.

A classic scenario is a company with 50/50 shares. If the partners have had a falling out, cannot make any management decisions, and the business has effectively come to a standstill, the court will intervene.

But there is a hidden risk that entrepreneurs often forget. By initiating a liquidation lawsuit, you may face backlash—the court may order the company to forcibly buy out your own share.

How to Protect the Company for the Future?

Preventing any corporate war is cheaper at the start. The absence of a strong Operating Agreement usually costs partners significant amounts in legal fees.

To safeguard assets, the agreement should proactively include:

  • Mechanisms for resolving deadlocks (when votes are evenly split).
  • Rules for mandatory pre-litigation mediation.
  • Clear formulas for business valuation and rules for forced buyouts.
  • Prohibitions on selling or transferring shares to third parties without the consent of the others.

Serious businesses always use buy-sell agreements. They define in advance who, for how much, and under what circumstances will take over the company if the partners can no longer work together.

If You Have a Minority Share: Minority Rights

If you own a smaller portion of the business, it doesn’t mean you have no rights. Florida law does not have a separate statute on “minority oppression” as in other states, but we have other effective tools.

We protect junior partners through:

  • Claims for breach of fiduciary duties by majority owners.
  • Derivative actions on behalf of the corporation itself.
  • Formal requests for the provision of concealed financial documentation.

Florida courts strictly curb situations where the majority completely excludes the minority from management, operations, and deprives them of lawful dividends. Such behavior is treated as wrongful conduct and poses serious legal risks for the majority owners.

What to Do If a Conflict Has Already Started?

A corporate lawsuit in Florida is lengthy and expensive. The process can drag on for years, and legal bills can easily reach six-figure sums.
Most of these conflicts actually get resolved at the stage of tough pre-litigation negotiations or mediation. That’s why strategy is of utmost importance. Sometimes an aggressive lawsuit is necessary to sober up the opponent and freeze accounts. In other situations, it’s more advantageous to conduct a quiet, structured exit from the matter on fair terms.

If a rift has begun within your LLC, you suspect a partner of siphoning off funds, or you are preparing for an asset division—don’t wait for the business to collapse. Contact our team of lawyers for a confidential assessment of the situation. We will help you maintain control over the business of your life.