Removing a Business Partner in Florida: Start With the Right Questions

You usually can’t get rid of a business partner who won’t leave just by telling them to go. How do I get rid of a business partner who won’t leave? The answer starts with your paperwork, moves to Florida’s default statutes, and reaches a court only as a last route. Which path fits depends on whether your business is an LLC or a partnership, what your documents say, and what the other owner is doing.

This guide walks through those routes in the order you should check them. Use it as a map of the questions to ask about your own documents.

Start With the Documents That Control Your Business

Your operating agreement or partnership agreement is the first place to look for a way out. Under § 605.0105, the operating agreement governs relations among members and between members and the LLC. The chapter’s default rules apply only where the agreement does not otherwise provide. Partnerships follow the same logic under § 620.8103.

When you read the agreement, look for:

• Removal or expulsion triggers
• Notice rules, including who receives notice and how
• Voting thresholds
• Buy-sell or buyout terms and the valuation method
• Dispute steps, such as mediation

Read each clause against your facts. A clause that allows removal after written default notice works differently from one that requires a unanimous vote.

Can’t find a signed agreement? Say so early and keep collecting records. Look for drafts, amendments, bank signature cards, and emails about how profits were split. For an overview of how these disputes unfold, see our partnership dispute attorney page.

What Happens Without a Partnership Agreement in Place

When no agreement covers the issue, Florida’s default statutes decide it. For LLCs, § 605.0105 says the chapter fills any gap the agreement leaves.

The defaults do not let a simple majority remove someone. Under § 605.0602, an LLC member can be expelled by unanimous consent of the other members only in listed situations. One example is when it is unlawful to carry on the company’s business with that person as a member. A court can also expel a member for wrongful conduct, a willful or persistent material breach, or conduct that makes it not reasonably practicable to carry on the business with that person.

Withdrawal is a different concept. A member is dissociated once the company has notice of that person’s express will to withdraw. A withdrawal can also be wrongful. A member who wrongfully dissociates is liable for damages the dissociation causes, under § 605.0601.

If the owners cannot run the business at all, a circuit court may dissolve an LLC. Under § 605.0702, the test includes whether it is not reasonably practicable to carry on the company’s affairs as its articles and operating agreement require.

How to Tell a Business Partner You Are Leaving or Want Them Out

Put it in writing, send it the way the agreement requires, and state the date and your intent. A written notice gives you a clear record of what you said and when.

For an LLC, a withdrawal takes effect on the date the company receives notice of the member’s express will, or on a later date the member names, under § 605.0602. For a member’s own notice of withdrawal, the operating agreement’s notice clause is the first place to look. Separately, as background on the company’s registered agent, § 605.0117 makes an LLC’s registered agent its agent for service of process, notice or demand required or permitted by law. If the company has no agent, or the agent cannot be served with reasonable diligence, mail addressed to the company at its principal office is one alternative, and other methods allowed by law remain available. Check the agreement too, since it may set its own method.

Avoid self-help moves. Don’t change bank access, move clients, or shift funds before the notice step is handled. Those moves can start a second dispute on top of the first.

Keep messages short and factual. Skip blame and admissions about fault. If the co-owner later disputes receipt or timing, a dated, factual message is much easier to explain.

Removing a Partner When More Than Two Owners Are Involved

The vote threshold and buyout formula in the agreement usually decide the outcome. Without a clause, the default voting rules apply.

In a member-managed LLC, an act requires a majority-in-interest vote, weighted by each member’s percentage interest in profits, under § 605.04073. Changes to the operating agreement or articles require the affirmative vote or consent of all members, under the same section. A removal that requires amending the agreement can therefore need every owner’s agreement.

When a partner leaves and the partnership continues, the partnership must buy that partner’s interest for a buyout price. Under § 620.8701, that price is based on the greater of liquidation value or the value of the business as a going concern. Damages owed to the partnership are offset against the price. The statute also calls for an explanation of how the payment was calculated.

Valuation is where disagreements tend to concentrate. Confirm that notice went out in the required form and that the vote followed the agreement. Procedural defects give the other side a basis to challenge the result.

Handling a 50/50 Partnership Deadlock

When two owners each hold half, neither can outvote the other. The deadlock clause in the agreement usually controls.

A deadlock sale provision is a term that breaks a deadlock. Examples include a redemption, a purchase and sale of interests, or a sale of the company. Under § 605.0702, if such a provision is started before a court finds grounds for dissolution, it can resolve the deadlock, as long as it is carried out under its terms.

Some agreements use a buy-sell clause. One owner names a price, and the other must either buy or sell at that price. Read the timing rules as closely as the price.

Without a clause, the dispute can move toward mediation or court. Under § 44.102, a court must refer a filed civil action for monetary damages to mediation on one party’s request, unless a listed exception applies. In an LLC dissolution case, the company or other members may also elect to buy the petitioner’s interest at fair value, under § 605.0706.

When a Partnership Dispute Turns Into Litigation

Court is the last route. It can end in a dissolution order, a court-ordered purchase, or temporary orders that protect the business.

A court may also issue injunctions and appoint a receiver or custodian while the case is pending, under § 605.0703. Venue generally lies in the county where the LLC’s principal office is or was last located, as shown in state records. Which county applies depends on the facts.

Time limits matter. A dissociated partner may sue over the buyout price within 120 days after the partnership tenders payment or an offer to pay. If no payment or offer is made, the window is one year after written demand, under § 620.8701.

Gather these records before any filing:

• The operating or partnership agreement and all amendments
• Capital contribution records
• Bank statements and tax filings
• Correspondence with the co-owner
• State filings, checked through the Florida Division of Corporations

Litigation also touches daily operations. Vendor contracts, leases, and payroll keep running while a case is pending. Each route has its own requirements and timing, and no outcome can be promised.

Why Legal Representation Changes How a Partnership Dispute Plays Out

A lawyer serving as outside general counsel can review the governing documents, draft notices in the right form, and keep the business’s contracts moving while owners disagree.

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. It focuses on partnership disputes and related business matters for owners and investors in Miami-Dade, Broward County, and South Florida. Kristina E. Wilson is the lawyer responsible for this page. Our team handles document review, notices, and scheduling with you.

The first consultation is free, confidential, and comes with no obligation to continue. You can call 305-990-2300 to reach the office.

Quick Answers

How do I get rid of a business partner who won’t leave? Start with the operating or partnership agreement, then check Florida’s default rules and the court routes.

Can a majority vote remove a business partner? Under Florida’s default LLC rules, expulsion by the other members requires unanimous consent in listed cases or a court order.

What is a deadlock sale provision? It is a clause in the agreement that breaks a 50/50 standoff, such as a buyout or a sale of the company.

Talk Through Your Situation With KEW Legal

Picture a co-owner who won’t leave, still controls the bank account, and keeps dealing with your clients. Meanwhile, you’re left covering the lease and vendor bills. That kind of standoff can strain the whole business, and it can feel like you’re carrying every obligation alone. If your co-owner is keeping you from running the business you share, you don’t have to sort through the documents and deadlines alone, and our team can talk it through with you.