When Co-Owners Disagree, Start With the Documents

An LLC partner dispute in Florida is a fight among co-owners over control, money, information, or how someone leaves. Most answers start with the company’s own written documents. Florida’s LLC and partnership statutes generally supply default rules where the operating agreement or partnership agreement is silent, but certain statutory provisions cannot be varied or eliminated by the agreement.

This guide walks through the decisions owners usually face, in roughly the order they arrive. It covers the documents to read first, the records you can request, removal and buyout rules, and when a dispute may need a court. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm acts as outside general counsel for business owners and investors across Miami-Dade and Broward counties.

This page gives general information, not advice about your case. Outcomes depend on your facts and documents.

What a Florida LLC or Partnership Dispute Usually Involves

A partner dispute is a disagreement among co-owners about control, money, information, or exit. Most of these fights begin with a few familiar problems. Two owners may deadlock on a decision that needs both of them. One may question a capital call or a distribution. Another may stop receiving financial statements.

Some disputes involve compensation or a partner working with the company’s vendors on the side. Others start when one owner wants out but no one agreed on the terms.

The same facts can lead to different tools. An LLC is usually governed by its operating agreement and Florida’s LLC statute. A general partnership is governed by its partnership agreement and the partnership statute. Confirm which entity you have before you take any step.

If you have already reached the removal stage, the partner removal guide covers those steps in more detail.

Start With the Governing Documents, Not the Statutes

Your operating agreement or partnership agreement comes first, because Florida law defers to it on most points. Under the LLC statute, the operating agreement governs relations among members and between members and the company. The statute’s default rules apply only to matters the agreement does not address (Fla. Stat. § 605.0105). Partnerships follow the same approach (Fla. Stat. § 620.8103).

Gather these records before you send any notice:

• Articles of organization or partnership filings
• The operating or partnership agreement and every amendment
• Any buy-sell, deadlock, or dispute clause
• Voting thresholds and capital contribution records
• Written consents and meeting minutes

Check the state’s filing records through Sunbiz, the Florida Division of Corporations’ filing system. A notice that misstates your agreement can weaken your own position.

How Do I Kick a Partner Out of an LLC in Florida?

You generally cannot remove an LLC member just because the other owners want them gone. Removal depends on what the operating agreement allows and what the statute provides.

A member can withdraw by express will. That withdrawal is wrongful if it breaches the agreement or happens in certain listed situations. A wrongful exit can make the member liable for damages to the company and the other members (Fla. Stat. § 605.0601).

A court can also expel a member by judicial order. The grounds include wrongful conduct that adversely and materially affects the company, a willful or persistent material breach, or conduct that makes it not reasonably practicable to carry on business with that person (Fla. Stat. § 605.0602).

Removing a manager is a separate question. The manager’s authority depends on the operating agreement, so read that document before any vote. Before you call a vote, answer three questions. Does the agreement list an expulsion trigger? What vote does it require? What notice must you give?

In a member-managed LLC, the operating agreement can be amended only with the consent of all members (Fla. Stat. § 605.04073). Many owners review the removal steps in their agreement before taking action.

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

A partner exits a general partnership through events the statute lists, and courts call this dissociation. A partner can leave by giving the partnership notice of an express will to withdraw. A partnership agreement may set out when and how a partner can be expelled.

A court may expel a partner for wrongful conduct that adversely and materially affected the business. It may also expel a partner for a willful or persistent material breach of the agreement or a duty owed to the other partners.

Partnerships without written agreements disagree more often about whether an exclusion was valid. A clear written document helps the parties see what was agreed. Start building your record now. Gather emails, text messages, meeting notes, written consents, and bank records. Write a timeline showing who decided what and when.

Do not lock a partner out of accounts or records on your own. Such moves can look like an exclusion and become the center of the fight.

Information and Inspection Rights: Getting the Books and Records

An owner usually has a right to the company’s records, and the statutes set the baseline. An operating agreement may address which company records are kept and how members can review them.

The company must also give each member information material to that member’s rights and duties, without waiting for a demand. After a written demand, the LLC has 10 days to respond with a record. That record must say what it will provide, when and where, and why it will withhold anything.

If a company refuses a member’s request to inspect records, the member may ask a court to resolve the dispute. The court must also order the company to pay reasonable attorney fees, unless the company shows a good-faith refusal.

Partners have a parallel right. A partnership agreement often addresses how partners can review the partnership’s books and records.

Common records include tax returns, general ledgers, bank statements, leases, contracts, payroll records, and minutes. Make your request in writing. Name each record and the date range. Keep copies of everything you send and receive. Delayed or withheld records can push a dispute toward court.

Buyouts, Valuation and What an Exiting Owner Keeps

Owners planning an exit often review the buyout and pricing terms in their agreement. Exit paths include a negotiated buyout, a buy-sell agreement with a set price or formula, a sale of the company, or a winding up when owners cannot agree. Valuation may follow an agreed formula, an independent appraisal, book value, or a negotiated figure.

Florida’s partnership statute sets a default buyout. When a partner leaves and the partnership continues, the partnership must buy that interest. The price reflects what the partner would receive if the assets were sold at the greater of liquidation value or going-concern value.

Timing matters. If no agreement is reached within 120 days after a written demand, the partnership must pay its estimated price in cash, minus offsets. A dissociated partner may sue to set the price within 120 days after an offer to pay.

The 120-day rules come from the partnership statute. LLC buyout terms usually come from the operating agreement, so read that document first. Dissociation does not, by itself, release a former owner from debts owed to the company or the other members (Fla. Stat. § 605.0603).

Review any buyout offer against the agreement, the company’s financial records, and the payment and tax terms before you sign.

How to Resolve Disputes in a Partnership Without Going to Court

Some partner disputes settle through written steps before anyone files suit. Start with a demand letter that states the facts, cites the agreement, and asks for a response by a specific date. Then propose a structured meeting with an agenda and written minutes.

A standstill agreement pauses certain actions while talks continue. A term sheet can lay out the main points of a buyout or restructuring before the owners draft a final contract.

Mediation brings in a neutral third party to help owners reach agreement. Many operating agreements require mediation or another dispute step before litigation. Check your agreement’s dispute clause before you file anything.

Negotiated results keep control of timing and terms. They only work if both sides sign a written agreement that resolves the issues. A settlement should cover releases, payment schedules, non-disparagement, access to records, and what happens to shared contracts, leases, and bank accounts.

Litigation, Injunctions and Dissolution as Last Resort Options

When talks fail, an owner can go to circuit court. The claims depend on the documents and the facts, and no result can be predicted from this page. Options include a suit for breach of the operating or partnership agreement, a request for records, a claim for an accounting, and emergency relief to protect company assets.

For judicial dissolution of an LLC, venue lies in the circuit court of the county where the LLC’s principal office is or was last located, as shown by state records (Fla. Stat. § 605.0703).

In that proceeding, the court may issue injunctions and appoint a receiver or custodian while the case is pending. On a showing of sufficient merit, the court may order a purchase of a petitioning member’s interest or another equitable remedy.

Dissolution and winding up affect contracts, employees, leases, and creditors. A court-ordered end can reach well beyond the owners. Weigh the cost of litigation against what the business is worth before you file.

Where the conflict overlaps with vendor, lease, or employee issues, related practice areas can address those parts alongside the partner dispute.

Mistakes That Weaken an Owner’s Position in a Partner Dispute

Self-help moves, rushed messages, and missed deadlines cause most avoidable damage. Watch for these five mistakes:

• Changing bank signatories, moving funds, or taking company property without documented authority. This can look like self-help and be used against you.
• Sending angry emails or texts. Messages can make admissions, misstate the agreement, or threaten steps you cannot lawfully take.
• Missing notice, voting, or response deadlines. A missed deadline can waive a right or open a vote to challenge.
• Signing contracts, leases, or surety agreements in the company’s name during the conflict without clear authority.
• Filing suit before using the agreement’s dispute steps. This can delay the matter or invite an argument that the case came too early.

Keep every message factual and short. Confirm in writing any request you make to the company.

When to Call Counsel About a Partner or LLC Member Dispute

Call a business law firm when a disagreement turns into a threatened expulsion, withheld records, unexplained transfers, or a proposed sale. A partner who starts dealing with customers or vendors behind your back also signals a serious problem.

In a consultation with KEW Legal, you can share your documents and discuss possible next steps. KEW Legal acts as outside general counsel for owners and investors across Miami-Dade and Broward counties. That work can include partner disputes alongside business contracts, commercial leases, employment issues, acquisitions and sales, and succession planning.

How do you resolve disputes in a partnership?

Start by checking the agreement’s dispute clause. Then use a written demand, a structured meeting, and mediation if the agreement requires it.

Can I remove an LLC member without their consent?

Only when the operating agreement or the statute allows it, such as a judicial expulsion or a listed expulsion trigger. Read the documents before any vote.

How long does a partner have to sue over a buyout price?

Under the partnership statute, a dissociated partner may sue within 120 days after the partnership offers payment, or within 1 year after written demand if no offer is made.

Can a Florida court dissolve an LLC when members cannot agree?

A court can handle judicial dissolution, and the case is filed in the county where the LLC’s principal office is or was last located.

If a co-owner has stopped sharing records or is pushing an expulsion vote, you do not have to face it alone. Contact KEW Legal or call 305-990-2300 to review your agreement before you respond.