Removing a Partner From Your Florida LLC: Start With the Right Questions

You can’t remove a partner from a Florida LLC just because you want to. The answer to how do I kick a partner out of an LLC? usually starts with the operating agreement, then a negotiated exit, and only then court options. The right route depends on the documents you signed and what your partner has or hasn’t done. This page explains each step in plain English. It is general information, not advice about your company.

What Removing a Partner From an LLC Actually Means in Florida

A partner usually leaves a Florida LLC under the company’s own documents first, and the state’s LLC law second. Under Fla. Stat. § 605.0105, the operating agreement governs relations among the members as members and between the members and the limited liability company. If the agreement doesn’t cover a point, the statute fills the gap (Fla. Stat. § 605.0105).

Three terms get mixed up, so it helps to separate them:

• Expulsion means the company or a court removes a member. It needs a specific basis in the agreement or the statute.
• Withdrawal or buyout means the member leaves under agreed terms, such as a sale of the interest.
• Dissociation is a legal event that ends membership. Examples include a member’s express will to withdraw, or an event the operating agreement names.

Co-owners usually can’t remove each other just by outvoting them. Voting power matters, but only for the acts the statute and the agreement allow. A partner who breaks duties raises different questions than one who simply wants out. Members of a member-managed LLC owe duties of loyalty and care to the company and its members (Fla. Stat. § 605.04091).

Start With the Operating Agreement

The operating agreement is the first document to read, because it often answers the question. Look for an expulsion or removal clause, the vote needed to remove a member, and any buy-sell or deadlock terms. Check the valuation formula, the notice requirements, and any cure period that gives a partner time to fix a problem.

Next, find out how the company is managed. An LLC is member-managed unless the articles or operating agreement say otherwise, and in a member-managed LLC, management belongs to the members. In a manager-managed company, the managers decide most matters. Who holds authority changes what you can do and who must sign off.

In a member-managed company, most acts need a majority-in-interest vote. Changing the operating agreement itself needs every member’s consent (Fla. Stat. § 605.04073). A deal that feels “mostly agreed” can still stall without one signature.

If there’s no written operating agreement, the statute’s default rules govern. Those rules may not give you a simple way to remove a partner, so the court routes below may matter more. Put every change in writing and have the required members sign it. Don’t act on an informal understanding the documents don’t support.

Negotiating a Buyout: Valuation, Payment Terms and Releases

A negotiated buyout is usually the most direct route when the partner is willing to leave. The deal sets the price, the payment schedule, and what each side gives up. Its terms depend on the facts. No particular price or result can be predicted in advance.

Key terms to define in writing include:

• Valuation: the method, and who picks any appraiser.
• Payment: the schedule, and the security that protects unpaid amounts. In a court-ordered purchase, a court may allow installments and require security (Fla. Stat. § 605.0706). Those same ideas often help in buyout talks.
• Personal liability on company debts: releasing the departing partner from loans or leases they personally backed.
• Restrictive covenants: a non-compete is enforced only if it is in a writing signed by the person bound. It must also be reasonable in time, area, and line of business (Fla. Stat. § 542.335).
• Confidentiality and mutual releases: what stays private, and which claims each side drops.

A written separation or redemption agreement should spell out these points. Vague terms often lead to later disagreement.

When a Partner Refuses to Leave

If a partner won’t leave, the usual order is to review the documents, send written notice that cites the governing clause, negotiate, and then consider court action. Anyone asking how do I kick a partner out of an LLC after a refusal should start by building a clear written record.

Court options include:

• Judicial expulsion. On an application by the company or a member in a direct action, a court can expel a member. The grounds include wrongful conduct that materially and adversely affects the company, or willful or persistent material breach of the operating agreement or statutory duties. Conduct that makes it not reasonably practicable to carry on business with that member also qualifies (Fla. Stat. § 605.0602).
• Judicial dissolution. A court can dissolve an LLC when it is not reasonably practicable to carry on the business as the articles and operating agreement require, among other grounds (Fla. Stat. § 605.0702). If the agreement has a deadlock sale provision that was started before the court decides, that provision can resolve the deadlock instead.
• Election to buy out the member who sued. In a dissolution case a member starts, the company or other members may elect to buy that member’s interest at fair value. The election may be filed within 90 days after the petition, or later if the court allows (Fla. Stat. § 605.0706).

Such a case is filed in the circuit court of the county where the company’s principal office is or was last located. The court can also issue injunctions and appoint a receiver to protect assets (Fla. Stat. § 605.0703).

Avoid self-help. Changing locks, cutting off a partner’s bank or email access, or withholding distributions without authority can expose the person acting to claims. Outcomes depend on the agreement, the conduct, and the evidence, and no result can be promised.

Paperwork and Practical Steps After a Partner Exits

After an exit, the company’s records need to match who owns and controls it. Once a partner’s membership ends, the right to take part in management ends too (Fla. Stat. § 605.0603).

Start with the operating agreement and the membership records. Update them, and issue any consent resolutions the company needs. Some changes must be filed with the Florida Division of Corporations (Sunbiz). The specific filings depend on the company’s structure and records.

Then review everything that names the departing partner:

• Bank signature cards and account authority
• Insurance policies and vendor accounts
• Licenses and permits
• Commercial leases and any personal liability the departing partner signed for

Revoke the partner’s authority to bind the company, and write down the effective date of the exit. Leaving doesn’t erase debts the partner took on while a member (Fla. Stat. § 605.0603).

Tax and Money Questions to Settle Before Signing

The tax result of a buyout depends on how the deal is built, so review it before anyone signs. A redemption by the company can differ from a purchase by the remaining members. The company’s tax classification also matters.

Other money points include how gain or loss is shared, who handles company liabilities, and how final distributions are paid. Some claims have short deadlines. A claim over an improper distribution is barred unless started within 2 years after the distribution (Fla. Stat. § 605.0406).

This page doesn’t give tax advice. The structure of a buyout can change the economic result for each side.

Talking Through Your Situation With KEW Legal

A partner dispute is stressful, especially when you built the business or invested in it and now depend on someone who has stopped cooperating. You may be trying to protect something you never expected to manage alone.

KEW Legal is a Florida business law practice with offices in Coral Gables and Sunny Isles Beach. It serves business owners and investors across Miami-Dade and South Florida. The practice handles partnership disputes, LLC operating agreement questions, and buyouts. It also handles contracts, commercial leases, and succession planning. Kristina E. Wilson is the responsible lawyer for this page. Our team supports the practice.

How do I kick a partner out of an LLC?

It depends on the operating agreement and the facts. Start with the documents, then look at negotiated exits and court options.

Can a partner who leaves still owe the LLC?

Yes. Leaving doesn’t by itself discharge liabilities the partner incurred while a member.

Is every partner exit wrongful?

No. A withdrawal is wrongful only in certain cases, such as breaking an express term of the operating agreement.

If a partner has stopped cooperating and you’re not sure what your LLC’s documents allow, you don’t have to work through it alone. Contact KEW Legal or call 305-990-2300 to schedule a free, confidential initial consultation, with no obligation to continue.