Partnership Dissolution Attorney in Miami

If you need a partnership dissolution attorney in Miami, the first step is knowing which exit path applies. Dissolution is the legal process that ends a partnership and winds up its affairs. A partner leaving does not always mean the business closes. This guide explains the exit paths, the steps involved, and how to protect the business during a dispute. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach.

What Partnership Dissolution Means and When It Applies

A partnership dissolves only when a listed event occurs. Under Fla. Stat. § 620.8801, the business must then be wound up. Those events include a partner’s notice that they want to withdraw from a partnership at will, an event the partnership agreement names, and, on application by a partner, a court finding that the partnership’s purpose is likely to be unreasonably frustrated.

A partner can also leave without ending the business. Under Fla. Stat. § 620.8701, the partnership must buy that partner’s interest for a buyout price. So the first question is whether the exit triggers a buyout or a full wind-down.

For an LLC, the operating agreement matters most. Fla. Stat. § 605.0701 says an LLC dissolves upon an event the operating agreement states, upon the consent of all members, after 90 consecutive days during which the company has no members (subject to the statute’s exceptions), upon a judicial decree of dissolution, or upon a statement of administrative dissolution filed by the department.

This page serves co-owners in Miami-Dade and Broward whose partnership or LLC can no longer work the way it was set up.

Common Causes of Partner Disputes That Lead to Dissolution

Most partner breakups start with a fight over money, direction, or one partner’s conduct. Common triggers include:

• Disagreement over direction, vision and day-to-day management.
• Missed capital contributions or commitments made without authority.
• Self-dealing, such as diverting a business opportunity to a separate venture.
• Misuse of funds, including commingled accounts and unexplained transfers.
• Disputes over a buyout’s valuation and payment terms.

Florida law sets baseline duties. Under Fla. Stat. § 620.8404, a partner must account for profit derived from partnership business. A partner also must not compete with the partnership before dissolution. The duty of care reaches only grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

Under Fla. Stat. § 620.8404, a partner’s duty of loyalty is limited to accounting for benefits from partnership business, refraining from dealing adversely to the partnership, and refraining from competing before dissolution; whether a partnership agreement can change that duty is governed by § 620.8103. See Fla. Stat. § 620.8103.

If a partner pulls customers toward a new business, the business may have a claim.

How KEW Legal Handles Partnership Dissolution Matters

KEW Legal starts with the governing documents, then works toward the exit that fits the facts. Our work typically includes:

• Document review: buyout triggers, valuation formulas, deadlock terms and dissolution rights.
• Negotiated exits: buyout price, payment schedule, releases, confidentiality and non-compete terms, and transfer of customer, vendor and lease relationships.
• Winding up: taking inventory of assets, collecting receivables, paying creditors, ending vendor and lease contracts, and final distribution.
• Contested matters: demand letters, mediation, and litigation when a partner refuses to cooperate or breaches duties.
• Outside general counsel support: contracts, leases and employment questions keep moving during the transition.

Winding up follows a set order. Under Fla. Stat. § 620.8807, partnership assets pay creditors first. Any surplus goes to the partners. A partner whose account shows a deficit must contribute the difference.

How the Process Works: Step by Step

Most matters move through six stages, though the order can shift with the facts.

1. Free initial consultation to review the situation, the agreement and your goals.
2. Document review and a written look at exit options under the agreement and Florida law.
3. Records preserved, including bank statements, tax filings, contracts and partner messages.
4. Outreach to the other partner, or a demand letter if a breach is involved.
5. Negotiation or mediation toward a written buyout or dissolution agreement, or litigation if talks fail. A winding-up can also settle disputes by mediation or arbitration.
6. Closing steps: transfer of ownership interests and filings to close the entity.

Deadlines matter. Under Fla. Stat. § 620.8701, if no agreement is reached within 120 days after a written demand, the partnership must pay in cash its estimate of the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3). A dissociated partner may maintain an action against the partnership to challenge that price, and the action must be commenced within 120 days after the partnership tenders payment or an offer to pay is tendered. If neither payment nor an offer to pay has been tendered, the action must be commenced within one year after written demand for payment.

Delay can also cost rights. That is a general rule, not an automatic result.

Protecting the Business While a Dispute Is Pending

Keep the business running, keep records clean, and avoid moves that look like self-dealing while a dispute is open.

• Follow the approval rules in your agreement, so no single partner acts alone on major decisions.
• Avoid moving money, changing bank signers, or taking assets outside normal business practice. A partner must account for property or benefits derived from partnership property.
• Record capital contributions, distributions and expenses in one consistent system.
• Keep written records of every demand and response. Route dispute communications through counsel where appropriate.
• Review customer, vendor and lease obligations so the dispute doesn’t cause a missed payment or default.

After dissolution, if a partner, a partner’s legal representative, or a transferee applies, a circuit court may, for good cause shown, order judicial supervision of the winding up.

Why Work With KEW Legal on a Partnership Dispute

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. It works with business owners and investors across Miami-Dade and South Florida.

• Outside general counsel: the firm reviews contracts, leases and employment questions for businesses. A partnership matter can be reviewed alongside the company’s other legal work.
• Responsible lawyer: Kristina E. Wilson is responsible for this page. The firm’s lawyers include Kristina E. Wilson and Natalie Martinez.
• Business focus: the firm focuses on partnership disputes, buy-sell transactions, business succession planning and commercial leases.
• Owner decisions: you make the final decisions on settlement and exit terms. The firm explains your options and next steps at each stage.

Frequently Asked Questions About Partnership Dissolution in Miami-Dade