How to Remove a Business Partner or Member Under Florida Law

You can remove a business partner under Florida law, but almost never by announcing it. Florida treats removing a co-owner from management and removing their ownership as different things, and the path depends on your entity type and your governing documents. Following your agreement and the statute generally protects your position; self-help can create claims against you.

Can You Remove a Business Partner Without Their Consent?

Yes, in some situations. Your power to act comes from three places: your governing agreement, the Florida statute for your entity type, and a court order. Changing the locks, cutting off bank access, or holding back distributions without that authority can expose you to breach of fiduciary duty claims and a freeze-out claim.

Identify which of those sources gives you the power before you act.

Why Should You Start With the Governing Agreement?

Because Florida’s LLC and partnership statutes both recognize expulsion carried out under the company’s own agreement. That makes your governing agreement often the most direct route out, if it has the right terms. A well-drafted agreement can make removal a vote and a check rather than a lawsuit.

Look for these provisions:

• Expulsion clauses and how they define “cause”
• Notice, cure periods, and required vote thresholds
• Buy-sell agreements and valuation formulas triggered by expulsion, disability, or death
• Deadlock provisions, including deadlock-breaking mechanisms that force a buyout or sale

If the language is unclear, how Florida courts interpret an ambiguous LLC operating agreement will shape your options. A co-owner who ignores these terms may also be in breach of the membership or partnership agreement.

How Do You Remove an LLC Member in Florida?

First decide whether you want the person out of management or out of the company, because Florida’s LLC Act treats those separately. See also LLC member rights.

Is Removing a Manager Different From Removing a Member?

Yes. In a manager-managed LLC, and unless the operating agreement says otherwise, section 605.04072, Florida Statutes lets members holding more than 50 percent of the interest in profits remove a manager at any time, without notice or cause. Losing the manager title does not, by itself, end that person’s membership.

In a member-managed LLC, members vote on management in proportion to their interest in profits, and most decisions require a majority-in-interest. There is no manager seat to take away, so fully ending a member’s management rights generally requires ending their membership.

When Can the Other Members Expel Someone by Unanimous Consent?

Only in narrow circumstances. Under section 605.0602, Florida Statutes, the other members may expel by unanimous consent when:

• It is unlawful to carry on the business with that person as a member
• The person has transferred their entire transferable interest, other than for security purposes or through a charging order that has not been foreclosed
• A corporate member has dissolved, had its charter revoked, or had its right to do business suspended, and did not cure within 90 days after the company notified it
• A member that is an unincorporated entity has dissolved and is winding up

Misconduct is not on that list, so a member who is stealing or competing cannot be voted out under this provision.

When Will a Court Expel an LLC Member?

A court may expel a member, on application by the company or another member in a direct action, when the member:

• Has engaged in wrongful conduct that has materially and adversely affected the company’s activities and affairs, or will
• Has willfully or persistently committed a material breach of the operating agreement or of their statutory fiduciary duties
• Has engaged in conduct that makes it not reasonably practicable to carry on the business with them as a member

Evidence of misappropriation or embezzlement of company funds often supports the first two grounds. To build that record, see signs a co-owner is mismanaging your company and how to prove a business partner breached their fiduciary duty. A judicial expulsion before winding up counts as a wrongful dissociation, which makes the expelled member liable for damages the dissociation causes.

What Does an Expelled LLC Member Keep?

Their share of distributions. Under section 605.0603, Florida Statutes, the expelled member loses management rights but keeps their transferable interest as a transferee, including the right to distributions. Expulsion alone does not force the company to buy them out; that obligation must come from your operating agreement or a negotiated deal.

Expulsion also does not erase debts or obligations the person incurred while a member. Our earlier post on member or shareholder expulsion covers more.

How Do You Remove a Partner From a Florida General Partnership?

The expulsion routes closely track the LLC Act: the partnership agreement, a unanimous vote of the other partners on narrow grounds, or a court order on similar misconduct grounds. The big differences are timing and money, as our partner rights page explains.

Expelling a partner does not dissolve a partnership at will. In a partnership for a definite term or particular undertaking, however, a judicial expulsion is a wrongful dissociation, and at least half of the remaining partners may choose within 90 days to wind up the business instead.

Unless the partnership agreement provides otherwise, section 620.8701, Florida Statutes requires the partnership to buy out an expelled partner’s interest when the expulsion does not lead to dissolution. Key terms:

1. The price is what the partner would have received if the assets were sold on the dissociation date at the greater of liquidation value or going-concern value without that partner, and the partnership were wound up.
2. Interest runs from the date of dissociation.
3. Damages for wrongful dissociation and other amounts the partner owes are offset against the price.
4. If no agreement is reached within 120 days after a written demand for payment, the partnership must pay its estimated buyout price in cash.
5. A partner who wrongfully dissociates before a definite term or particular undertaking ends generally waits until then to be paid, absent a court finding of no undue hardship.

How Do You Remove a Shareholder or Director of a Florida Corporation?

Shareholders can remove a director, but Florida’s corporate statute has no provision letting co-owners expel a fellow shareholder. Forcing a shareholder out generally depends on redemption terms in the articles, a buy-sell or shareholder agreement, or a transaction such as a merger. Under section 607.0808, Florida Statutes, shareholders may remove directors with or without cause unless the articles limit removal to cause. Removing someone from the board takes away their seat, not their shares.

Key mechanics:

• Removal requires more votes cast for removal than against, unless the articles or bylaws require more.
• Cumulative voting can protect a minority director from removal.
• The vote generally must occur at a shareholders’ meeting called for that purpose, with notice stating it.
• The board may remove an officer at any time, with or without cause.

Contested board elections often turn on these mechanics.

What If There Is No Agreement and No Clear Grounds?

Judicial dissolution is the fallback. An LLC member may petition on grounds including illegal or fraudulent conduct by those in control, misappropriation or waste, deadlock threatening irreparable injury, or when carrying on under the governing documents is not reasonably practicable. Shareholders of most closely held corporations have overlapping grounds, though the corporate statute has no “not reasonably practicable” ground.

In either entity, the company, or the other owners if it declines, may elect to buy the petitioner’s entire interest at fair value. That buyout removes the owner who filed, not the owner accused of misconduct, so dissolution works best as an exit route or as leverage. Under both statutes, the election is due within 90 days after the petition unless the court allows more time, and the court determines fair value if the parties cannot agree within 60 days after the first election.

See our dissolution of corporations, LLCs, and partnerships page and our post on obtaining fair value for buyouts in close corporations.

What Should You Do Before Trying to Remove a Business Partner?

Build your record and your valuation first. A rushed attempt can create claims against you and can weaken your negotiating position.

1. Gather every governing document, including amendments and side letters.
2. Document the conduct. Use your access to books and records rights to collect financial evidence.
3. Honor your own duties. Managers of a manager-managed LLC and members of a member-managed LLC must discharge their duties and exercise their rights consistently with the obligation of good faith and fair dealing.
4. Avoid self-help lockouts that the agreement does not authorize.
5. Get a valuation early, because price often drives resolution.
6. Consider a negotiated buyout before litigation, since it can avoid the time and cost of an expulsion or dissolution fight.

How Jimerson Birr Helps Business Owners Separate

Jimerson Birr represents Florida business owners in disputes between co-owners, from reviewing governing documents to litigating expulsion, dissolution, and buyout proceedings. Our shareholder disputes and derivative litigation and business litigation teams can help you plan your next step.