Florida Business Divorce Attorneys

Splitting from a business partner is one of the hardest decisions an owner makes, and the first moves often shape how it ends. A business divorce separates co-owners while the company keeps operating. Jimerson Birr’s business divorce attorneys represent shareholders, LLC members, and partners across Florida on both sides of the table: the owner who wants out, and the owner who wants to keep the business.

Need a business divorce attorney? Call (904) 389-0050 or schedule a consultation.

Who we help

• The owner who wants out and wants to be paid fairly for what they built.
• The owner who wants to keep the business and needs a clean, enforceable exit for the other side.
• 50/50 owners in a deadlock where neither side can outvote the other and the business has stalled.
• Minority owners being frozen out of decisions, distributions, or the company’s books.
• Family-owned and closely held companies where the business and the relationships are tangled together.
• Companies caught between their owners that need to keep customers, staff, and lenders steady during the split.

What a business divorce is, and how it differs from dissolution

Dissolution ends the company: assets are sold, creditors are paid, and whatever is left is distributed. A business divorce keeps the company alive and changes who owns it. One owner buys the other out, the company redeems an interest, the owners split the business, or a court orders one of those outcomes instead of dissolving the entity.

A functioning company with customers, staff, and contracts is usually worth far more than its liquidated parts. Many owners who say “I want to dissolve” actually want a business divorce: they want to stop being in business with a particular person, not to stop being in business.

Not sure which path fits your situation? Call (904) 389-0050 or tell us what is happening.

The four ways co-owners separate in Florida

1. Negotiated buyout. The owners agree on a price and terms, often using the buy-sell or redemption provisions already in their shareholder agreement, operating agreement, or buy-sell agreement. It is usually the fastest and least expensive route, and the one the other three are designed to push the parties toward.

2. Buyout under the governing documents. Many agreements contain a put or call right, a shotgun clause, a valuation method, or a payment schedule. When one owner invokes them and the other resists, the dispute is about enforcing the contract. A deadlock sale provision in a qualifying shareholder agreement or an LLC operating agreement can apply instead of a court-ordered dissolution or buyout, if it is started in time. (Fla. Stat. §§ 607.1430(3), 605.0702(2))

3. A dissolution petition that becomes a buyout. Unless a qualifying deadlock sale provision controls, a shareholder of a corporation, or a member or manager of an LLC, may petition a Florida court to dissolve the company on grounds such as deadlock, waste or misappropriation of assets, or illegal or fraudulent conduct by those in control. The petition does not have to end in dissolution: the company, or if it does not act, the other owners, can elect to buy the petitioner out at fair value, generally within 90 days after the petition. Filing can prompt a buyout election. (Fla. Stat. §§ 607.1430(1)(b), 607.1436(1), (2), 605.0702(1)(b), 605.0706(1))

4. Split-off or sale. Where neither owner can afford to buy the other out, the owners may divide the business, with each taking a line, a location, or a set of clients, or sell the company to a third party and divide the proceeds. While a dissolution case is pending, the court may also appoint a custodian to manage the company, a receiver to wind it up, or for a corporation a provisional director. (Fla. Stat. §§ 607.1432(1), 607.1434(1), 607.1435, 605.0704(1))

How the buyout price gets decided

Price is often the most contested issue in a business divorce. The questions that decide it:

• What does the agreement say? A fixed formula, book value, or an appraisal process in the governing documents will usually control a contractual buyout. Owners who signed a book-value formula years ago are often surprised by what it produces today.
• What date? In a statutory buyout, fair value is generally measured as of the day before the petition was filed, unless the court finds another date more appropriate. Timing the petition can move the number. (Fla. Stat. §§ 607.1436(4), 605.0706(4))
• Whose appraiser? Agreements may name a method or a neutral appraiser; otherwise each side typically retains its own expert and the court determines fair value, which need not match either expert’s number.
• What adjustments? Minority and marketability discounts, add-backs for owner pay and personal expenses run through the company, and distributions already taken are all contested.

Our attorneys work with valuation professionals early in a matter so that the strategy for the case and the strategy for the number are the same strategy.

Wondering where you stand on price? Call (904) 389-0050 or schedule a consultation before you make or answer an offer.

What to do in the first 30 days

1. Read the governing documents. The operating agreement, shareholder agreement, bylaws, and any buy-sell agreement decide most of what follows.
2. Get the records. Shareholders and LLC members have statutory rights to inspect company records, subject to notice and demand requirements. Access to books and records is usually the first formal step. (Fla. Stat. §§ 607.1602, 605.0410)
3. Stop the bleeding. If a co-owner is moving money, diverting customers, or changing the locks, a temporary injunction or, in a pending dissolution case, the appointment of a custodian can freeze the status quo.
4. Preserve everything. Email, texts, bank records, and accounting files. Both sides will need them, and destroying them can create serious problems of its own.
5. Decide on the outcome before the tactics. Buy, sell, split, or exit with a check. The right filing depends on which one you want.

What happens when you contact us

1. A short intake conversation. Our team takes down the basics: the company, the other owners, and what is happening, and runs a conflict check.
2. A consultation with an attorney. We review your governing documents and your goals, and discuss the strengths and risks of each side’s position.
3. A plan. We lay out the realistic paths, from a negotiated buyout to a court filing, and what each one involves, so you can decide how to proceed.

Ready to talk? Call (904) 389-0050 or request a consultation online.

Why Jimerson Birr for a business divorce

Jimerson Birr represents owners on every side of ownership separations in Florida corporations, LLCs, and partnerships, including majority owners defending against a minority owner’s claims, minority owners who are being squeezed out, and companies caught between their owners. Our attorneys draft and review the shareholder, operating, and buy-sell agreements these disputes turn on, and we litigate deadlock, dissolution, injunction, and receivership proceedings when negotiation does not resolve the dispute. Related work includes shareholder disputes and derivative litigation, freeze-out actions, and dissolution of corporations, LLCs, and partnerships.

Frequently asked questions

Can a 50/50 owner force a buyout in Florida?

Not directly, unless the agreement gives that right. A deadlocked 50/50 shareholder or LLC member can petition for judicial dissolution on deadlock grounds, which gives the company or the other owner the statutory option to buy the petitioner’s interest at fair value rather than see the company dissolved. If a qualifying agreement contains a deadlock sale provision and it is started in time, that provision controls instead. (Fla. Stat. §§ 607.1430(1)(b), 607.1436, 605.0702(1)(b), 605.0706)

What if there is no operating agreement or shareholder agreement?

The Florida statutes fill the gap. Without an agreement there is no contractual buyout right and no agreed valuation method, so the separation usually runs through the dissolution and buyout provisions above, with fair value set by the court if the parties cannot agree.

How long does a business divorce take?

A negotiated buyout can close in weeks. A contested statutory buyout runs on court timelines: the election to purchase is generally filed within 90 days after the dissolution petition (the court can allow more time); the parties then have 60 days from the first election to agree on fair value and terms, and if they cannot, the court sets fair value. (Fla. Stat. §§ 607.1436(2) to (4), 605.0706(2) to (4))

Can I keep running the company during the dispute?

Usually, yes, and often you should. Where one side is using control to harm the other, a court in a pending dissolution case can appoint a custodian to manage the company (or a receiver to wind it up), or for a corporation a provisional director, and a court can enter an injunction where the facts support it. (Fla. Stat. §§ 607.1432(1), 607.1434(1), 607.1435, 605.0704(1))

Talk to a Florida business divorce attorney

Whether you are the owner who wants out or the owner who wants to keep the company, the first conversation should happen before the first demand letter. Call Jimerson Birr at (904) 389-0050 or use the contact form to set up a consultation.