{"id":304,"date":"2026-10-16T17:26:55","date_gmt":"2026-10-16T17:26:55","guid":{"rendered":"https:\/\/34-24-254-23.nip.io\/?page_id=304"},"modified":"2026-10-27T14:53:30","modified_gmt":"2026-10-27T14:53:30","slug":"florida-llc-business-partner-disputes","status":"publish","type":"page","link":"https:\/\/kewlegal.com\/resources\/florida-llc-business-partner-disputes\/","title":{"rendered":"LLC Partner Dispute Florida: Options and Next Steps"},"content":{"rendered":"\n<div class=\"wp-block-cover alignfull is-dark\" style=\"min-height:460px;aspect-ratio:unset;\"><span aria-hidden=\"true\" class=\"wp-block-cover__background has-secondary-background-color has-background-dim-60 has-background-dim\"><\/span><img class=\"wp-block-cover__image-background wp-image-301\" alt=\"Two business partners sit across a conference table with legal documents and a laptop, discussing their Florida LLC dispute.\" src=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-business-partners-sit-across-a-conference-table-with-leg-photo.jpg\" width=\"1376\" height=\"768\" srcset=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-business-partners-sit-across-a-conference-table-with-leg-photo-150x150.jpg 150w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-business-partners-sit-across-a-conference-table-with-leg-photo-300x167.jpg 300w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-business-partners-sit-across-a-conference-table-with-leg-photo-768x429.jpg 768w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-business-partners-sit-across-a-conference-table-with-leg-photo-1024x572.jpg 1024w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-business-partners-sit-across-a-conference-table-with-leg-photo.jpg 1376w\" sizes=\"(max-width: 825px) 825px, 100vw\" fetchpriority=\"high\" decoding=\"async\"\/><div class=\"wp-block-cover__inner-container has-global-padding is-layout-constrained wp-block-cover-is-layout-constrained\">\n<p class=\"chg-eyebrow has-base-color has-text-color wp-block-paragraph\">Partnership Disputes | Coral Gables and Sunny Isles Beach<\/p><h1 class=\"wp-block-heading has-base-color has-text-color\">When Co-Owners Disagree, Start With the Documents<\/h1><p class=\"has-base-color has-text-color wp-block-paragraph\" style=\"font-size:clamp(0.875rem, 0.875rem + ((1vw - 0.2rem) * 0.625), 1.25rem);\">KEW Legal represents business owners and investors across Miami-Dade and South Florida in LLC partner disputes over control, money, information, and how a partner exits. Our Coral Gables and Sunny Isles Beach offices focus on business law.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Schedule a Consultation<\/a><\/div><div class=\"wp-block-button chg-cta chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Schedule a Consultation<\/a><\/div><\/div>\n<\/div><\/div>\n\n\n<p class=\"wp-block-paragraph\" style=\"font-size:0.85rem;color:#6b7280;margin-bottom:1.5rem\">By Kristina E. Wilson \u00b7 Published October 12, 2026<\/p>\n\n<article lang=\"en\">\n\n<p>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&#8217;s own written documents. Florida&#8217;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.<\/p>\n<p>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.<\/p>\n<p>This page gives general information, not advice about your case. Outcomes depend on your facts and documents.<\/p>\n<h2>What a Florida LLC or Partnership Dispute Usually Involves<\/h2>\n<p>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.<\/p>\n<p>Some disputes involve compensation or a partner working with the company&#8217;s vendors on the side. Others start when one owner wants out but no one agreed on the terms.<\/p>\n<p>The same facts can lead to different tools. An LLC is usually governed by its operating agreement and Florida&#8217;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.<\/p>\n<p>If you have already reached the removal stage, the partner removal guide covers those steps in more detail.<\/p>\n\n<figure class=\"wp-block-image size-large has-custom-border\"><img decoding=\"async\" src=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/three-adults-seated-at-a-conference-table-argue-over-legal-d-photo.jpg\" alt=\"Three adults seated at a conference table argue over legal documents in an office.\" style=\"border-radius:8px;width:100%;aspect-ratio:16\/9;object-fit:cover\"\/><\/figure>\n\n<div class=\"cta-dose-mid wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Not sure what your next step is?<\/h3><p class=\"wp-block-paragraph\">Talk it through with our team &#8212; the first consultation is free, confidential, and carries no obligation.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Get a free consultation<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Get a free consultation<\/a><\/div><\/div>\n<\/div>\n<h2>Start With the Governing Documents, Not the Statutes<\/h2>\n<p>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&#8217;s default rules apply only to matters the agreement does not address (<a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0105.html\">Fla. Stat. \u00a7 605.0105<\/a>). Partnerships follow the same approach (<a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0620\/Sections\/0620.8103.html\">Fla. Stat. \u00a7 620.8103<\/a>).<\/p>\n<p>Gather these records before you send any notice:<\/p>\n<ul>\n<li>Articles of organization or partnership filings<\/li>\n<li>The operating or partnership agreement and every amendment<\/li>\n<li>Any buy-sell, deadlock, or dispute clause<\/li>\n<li>Voting thresholds and capital contribution records<\/li>\n<li>Written consents and meeting minutes<\/li>\n<\/ul>\n<p>Check the state&#8217;s filing records through <a href=\"https:\/\/dos.fl.gov\/sunbiz\/\">Sunbiz<\/a>, the Florida Division of Corporations&#8217; filing system. A notice that misstates your agreement can weaken your own position.<\/p>\n<h2>How Do I Kick a Partner Out of an LLC in Florida?<\/h2>\n<p>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.<\/p>\n<p>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 (<a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0601.html\">Fla. Stat. \u00a7 605.0601<\/a>).<\/p>\n<p>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 (<a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0602.html\">Fla. Stat. \u00a7 605.0602<\/a>).<\/p>\n<p>Removing a manager is a separate question. The manager&#8217;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?<\/p>\n<p>In a member-managed LLC, the operating agreement can be amended only with the consent of all members (<a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.04073.html\">Fla. Stat. \u00a7 605.04073<\/a>). Many owners review the removal steps in their agreement before taking action.<\/p>\n<h2>How Do You Remove a Partner From a Florida General Partnership?<\/h2>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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.<\/p>\n\n<div class=\"cta-dose-mid wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Have questions about what happened?<\/h3><p class=\"wp-block-paragraph\">Ask our team directly. The first conversation is free, confidential, and there is no obligation to continue.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Talk to our team<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Talk to our team<\/a><\/div><\/div>\n<\/div>\n<h2>Information and Inspection Rights: Getting the Books and Records<\/h2>\n<p>An owner usually has a right to the company&#8217;s records, and the statutes set the baseline. An operating agreement may address which company records are kept and how members can review them.<\/p>\n<p>The company must also give each member information material to that member&#8217;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.<\/p>\n<p>If a company refuses a member&#8217;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.<\/p>\n<p>Partners have a parallel right. A partnership agreement often addresses how partners can review the partnership&#8217;s books and records.<\/p>\n<p>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.<\/p>\n<h2>Buyouts, Valuation and What an Exiting Owner Keeps<\/h2>\n<p>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.<\/p>\n<p>Florida&#8217;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.<\/p>\n<p>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.<\/p>\n<p>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 (<a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0603.html\">Fla. Stat. \u00a7 605.0603<\/a>).<\/p>\n<p>Review any buyout offer against the agreement, the company&#8217;s financial records, and the payment and tax terms before you sign.<\/p>\n<h2>How to Resolve Disputes in a Partnership Without Going to Court<\/h2>\n<p>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.<\/p>\n<p>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.<\/p>\n<p>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&#8217;s dispute clause before you file anything.<\/p>\n<p>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.<\/p>\n<h2>Litigation, Injunctions and Dissolution as Last Resort Options<\/h2>\n<p>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.<\/p>\n<p>For judicial dissolution of an LLC, venue lies in the circuit court of the county where the LLC&#8217;s principal office is or was last located, as shown by state records (<a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0703.html\">Fla. Stat. \u00a7 605.0703<\/a>).<\/p>\n<p>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&#8217;s interest or another equitable remedy.<\/p>\n<p>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.<\/p>\n<p>Where the conflict overlaps with vendor, lease, or employee issues, related practice areas can address those parts alongside the partner dispute.<\/p>\n\n<div class=\"cta-dose-mid wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Want to know where you stand?<\/h3><p class=\"wp-block-paragraph\">Tell us what happened and our team will walk you through the options available to you, at no cost.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Get a free review<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Get a free review<\/a><\/div><\/div>\n<\/div>\n<h2>Mistakes That Weaken an Owner&#8217;s Position in a Partner Dispute<\/h2>\n<p>Self-help moves, rushed messages, and missed deadlines cause most avoidable damage. Watch for these five mistakes:<\/p>\n<ul>\n<li><strong>Changing bank signatories, moving funds, or taking company property<\/strong> without documented authority. This can look like self-help and be used against you.<\/li>\n<li><strong>Sending angry emails or texts.<\/strong> Messages can make admissions, misstate the agreement, or threaten steps you cannot lawfully take.<\/li>\n<li><strong>Missing notice, voting, or response deadlines.<\/strong> A missed deadline can waive a right or open a vote to challenge.<\/li>\n<li><strong>Signing contracts, leases, or surety agreements<\/strong> in the company&#8217;s name during the conflict without clear authority.<\/li>\n<li><strong>Filing suit before using the agreement&#8217;s dispute steps.<\/strong> This can delay the matter or invite an argument that the case came too early.<\/li>\n<\/ul>\n<p>Keep every message factual and short. Confirm in writing any request you make to the company.<\/p>\n\n<figure class=\"wp-block-image size-large has-custom-border\"><img decoding=\"async\" src=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/a-lawyer-mediates-a-settlement-discussion-with-two-distresse-photo.jpg\" alt=\"A lawyer mediates a settlement discussion with two distressed clients in a law office.\" style=\"border-radius:8px;width:100%;aspect-ratio:16\/9;object-fit:cover\"\/><\/figure>\n<h2>When to Call Counsel About a Partner or LLC Member Dispute<\/h2>\n<p>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.<\/p>\n<p>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.<\/p>\n<h3>How do you resolve disputes in a partnership?<\/h3>\n<p>Start by checking the agreement&#8217;s dispute clause. Then use a written demand, a structured meeting, and mediation if the agreement requires it.<\/p>\n<h3>Can I remove an LLC member without their consent?<\/h3>\n<p>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.<\/p>\n<h3>How long does a partner have to sue over a buyout price?<\/h3>\n<p>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.<\/p>\n<h3>Can a Florida court dissolve an LLC when members cannot agree?<\/h3>\n<p>A court can handle judicial dissolution, and the case is filed in the county where the LLC&#8217;s principal office is or was last located.<\/p>\n<p>If a co-owner has stopped sharing records or is pushing an expulsion vote, you do not have to face it alone. Contact <a href=\"https:\/\/kewlegal.com\/contact-us\/\">KEW Legal<\/a> or call 305-990-2300 to review your agreement before you respond.<\/p>\n\n<\/article>\n<footer class=\"disclaimer\"><em>The engagement of a lawyer is an important decision that should not be based solely upon advertisements. The information on this website is general information about KEW Legal and the services we offer; it does not constitute legal advice and is intended for informational purposes only. Accessing this website or contacting our firm does not establish an attorney-client relationship. KEW Legal, 16690 Collins Ave Ste 1101, Sunny Isles Beach, FL 33160.<\/em><\/footer>\n\n\n<div class=\"wp-block-group alignwide has-global-padding is-layout-constrained wp-container-core-group-is-layout-583d630a wp-block-group-is-layout-constrained\" style=\"padding-top:3rem;padding-bottom:3rem;padding-left:1.5rem;padding-right:1.5rem\">\n<h2 class=\"wp-block-heading has-text-align-center\">How We Approach an LLC Partner Dispute<\/h2>\n<div class=\"wp-block-columns alignwide is-layout-flex wp-container-core-columns-is-layout-f56f613f wp-block-columns-is-layout-flex\"><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--document\"><\/span><\/p><h3 class=\"wp-block-heading\">Document-first review<\/h3><p class=\"wp-block-paragraph\">We start with the operating agreement, the amendments, and the company&#x27;s records to map what the written terms actually say.<\/p><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--shield\"><\/span><\/p><h3 class=\"wp-block-heading\">Statute and agreement together<\/h3><p class=\"wp-block-paragraph\">Florida&#x27;s LLC and partnership statutes fill gaps where the agreement is silent, and some protections cannot be varied, so we read both side by side.<\/p><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--lightbulb\"><\/span><\/p><h3 class=\"wp-block-heading\">A range of options<\/h3><p class=\"wp-block-paragraph\">Depending on the facts, the path may involve negotiation, mediation, a buyout, or litigation. We lay out the trade-offs before any step is taken.<\/p><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--chat\"><\/span><\/p><h3 class=\"wp-block-heading\">Clear communication<\/h3><p class=\"wp-block-paragraph\">You receive a plain-language explanation of where the dispute stands and what each option would involve.<\/p><\/div><\/div>\n\n<\/div>\n\n\n\n<div class=\"wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Read Before You React<\/h3><p class=\"wp-block-paragraph\">Do not act on a dispute until the operating agreement and company records have been reviewed. Statutory defaults and agreement terms can point in different directions, and a step taken too early can complicate later options.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Call 305-990-2300<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Call 305-990-2300<\/a><\/div><\/div>\n<\/div>\n\n\n\n<div class=\"wp-block-group alignfull has-surface-background-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-583d630a wp-block-group-is-layout-constrained\" style=\"padding-top:3rem;padding-bottom:3rem;padding-left:1.5rem;padding-right:1.5rem\">\n<h2 class=\"wp-block-heading has-text-align-center\">Common Types of Partner Disputes<\/h2>\n<div class=\"wp-block-columns alignwide is-layout-flex wp-container-core-columns-is-layout-f56f613f wp-block-columns-is-layout-flex\"><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">Control and management<\/h3><p class=\"wp-block-paragraph\">Disagreements over who makes decisions, how votes are counted, and whether a manager is acting within authority.<\/p><\/div><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">Money and distributions<\/h3><p class=\"wp-block-paragraph\">Questions about capital contributions, profit splits, distributions, and expense reimbursement.<\/p><\/div><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">Access to information<\/h3><p class=\"wp-block-paragraph\">Requests for financial statements, books, and records when a member believes they are being kept in the dark.<\/p><\/div><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">Exit and buyout<\/h3><p class=\"wp-block-paragraph\">Disputes over withdrawal, valuation, transfer of membership interests, and how a departing owner is paid.<\/p><\/div><\/div><\/div>\n\n<\/div>\n\n\n\n<div class=\"wp-block-group alignfull has-base-color has-primary-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-4d466591 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--primary,#20242e);color:var(--wp--preset--color--base,#ffffff);padding-top:3rem;padding-bottom:3rem;padding-left:1.5rem;padding-right:1.5rem\">\n<h2 class=\"wp-block-heading has-text-align-center has-base-color has-text-color\">Talk With KEW Legal About Your LLC Partner Dispute<\/h2>\n<div class=\"wp-block-buttons is-content-justification-center is-layout-flex wp-container-core-buttons-is-layout-0aa01211 wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Call 305-990-2300 or Send Us a Message<\/a><\/div><div class=\"wp-block-button chg-cta chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Call 305-990-2300 or Send Us a Message<\/a><\/div><\/div>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>Facing a partner dispute in a Florida LLC or partnership? Learn which documents, records, buyout and removal rules matter before you act. KEW Legal.<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"chg_review":"{\"v\": 1, \"checked_at\": \"2026-10-12T09:34:40+00:00\", \"checked\": true, \"jurisdiction\": \"Florida\", \"claims\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.\", \"law_text\": \"\u2026 To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. (3) An operating agreement may not do any of the following: (a) Vary a limited liability company\u2019s capacity under s. 605.0109 to sue and be sued in its own name. (b) Vary the law applicable under s. 605.0104. (c) Vary the requirement, procedure, or other provision of this chapter pertaining to: 1. Registered agents; or 2. \u2026\", \"sentence\": \"Florida's statutes fill gaps, but they apply only where the operating agreement or partnership agreement is silent.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following:\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. \u2026\", \"sentence\": \"An LLC is usually governed by its operating agreement and Florida's LLC statute.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); \u2026\", \"sentence\": \"A general partnership is governed by its partnership agreement and the partnership statute.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following:\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. \u2026\", \"sentence\": \"Your operating agreement or partnership agreement comes first, because Florida law defers to it on most points.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"Relations among the members as members and between the members and the limited liability company.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. \u2026\", \"sentence\": \"Under the LLC statute, the operating agreement governs relations among members and between members and the company.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. (3) An operating agreement may not do any of the following: (a) Vary a limited liability company\u2019s capacity under s. 605.0109 to sue and be sued in its own name. (b) Vary the law applicable under s. 605.0104. (c) Vary the requirement, procedure, or other provision of this chapter pertaining to: 1. Registered agents; or 2. \u2026\", \"sentence\": \"The statute's default rules apply only to matters the agreement does not address (Fla. Stat. \u00a7 605.0105).\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); \u2026\", \"sentence\": \"Partnerships follow the same approach (Fla. Stat. \u00a7 620.8103).\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0602.html\", \"cite\": \"Fla. Stat. \u00a7 605.0602\", \"heading\": \"Events causing dissociation.\", \"support\": \"The person is expelled as a member by the unanimous consent of the other members if any of the following occur:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) An event stated in the operating agreement as causing the person\u2019s dissociation occurs. (3) The person\u2019s entire interest is transferred in a foreclosure sale under s. 605.0503(5). (4) The person is expelled as a member pursuant to the operating agreement. (5) The person is expelled as a member by the unanimous consent of the other members if any of the following occur: (a) It is unlawful to carry on the company\u2019s activities and affairs with the person as a member. (b) There has been a transfer of the person\u2019s entire transferable interest in the company other than: 1. A transfer for security purposes; or 2. A charging order in effect under s. 605.0503 which has not been foreclosed. \u2026\", \"sentence\": \"You generally cannot remove an LLC member just because the other owners want them gone.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0602.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.\", \"law_text\": \"\u2026 (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. (3) An operating agreement may not do any of the following: (a) Vary a limited liability company\u2019s capacity under s. 605.0109 to sue and be sued in its own name. (b) Vary the law applicable under s. 605.0104. (c) Vary the requirement, procedure, or other provision of this chapter pertaining to: 1. Registered agents; or 2. \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0602\", \"heading\": \"Events causing dissociation.\", \"support\": \"The person is expelled as a member pursuant to the operating agreement.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) An event stated in the operating agreement as causing the person\u2019s dissociation occurs. (3) The person\u2019s entire interest is transferred in a foreclosure sale under s. 605.0503(5). (4) The person is expelled as a member pursuant to the operating agreement. (5) The person is expelled as a member by the unanimous consent of the other members if any of the following occur: (a) It is unlawful to carry on the company\u2019s activities and affairs with the person as a member. (b) There has been a transfer of the person\u2019s entire transferable interest in the company other than: 1. A transfer for security purposes; or 2. \u2026\", \"sentence\": \"Removal depends on what the operating agreement allows and what the statute provides.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will\", \"verdict\": \"supported\", \"law_text\": \"(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 605.0602(1). (2) A person\u2019s dissociation as a member is wrongful only if the dissociation: (a) Is in breach of an express provision of the operating agreement; or (b) Occurs before completion of the winding up of the company, and: 1. The person withdraws as a member by express will; 2. \u2026\", \"sentence\": \"A member can withdraw by express will.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"A person\u2019s dissociation as a member is wrongful only if the dissociation: (a) Is in breach of an express provision of the operating agreement; or\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0602(1). (2) A person\u2019s dissociation as a member is wrongful only if the dissociation: (a) Is in breach of an express provision of the operating agreement; or (b) Occurs before completion of the winding up of the company, and: 1. The person withdraws as a member by express will; 2. The person is expelled as a member by judicial order under s. 605.0602(6); 3. The person is dissociated under s. 605.0602(8); or 4. \u2026\", \"sentence\": \"That withdrawal is wrongful if it breaches the agreement or happens in certain listed situations.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0602(6); 3. The person is dissociated under s. 605.0602(8); or 4. In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (3) A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members. \u2026\", \"sentence\": \"A wrongful exit can make the member liable for damages to the company and the other members (Fla. Stat. \u00a7 605.0601).\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0602.html\", \"cite\": \"Fla. Stat. \u00a7 605.0602\", \"heading\": \"Events causing dissociation.\", \"support\": \"On application by the company or a member in a direct action under s. 605.0801, the person is expelled as a member by judicial order because the person:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 and 2. Within 90 days after the notification, the articles or certificate of dissolution or the equivalent has not been revoked or its charter or right to conduct business has not been reinstated. (d) The person is an unincorporated entity that has been dissolved and whose business is being wound up. (6) On application by the company or a member in a direct action under s. 605.0801, the person is expelled as a member by judicial order because the person: (a) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company\u2019s activities and affairs; \u2026\", \"sentence\": \"A court can also expel a member by judicial order.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0602.html\", \"cite\": \"Fla. Stat. \u00a7 605.0602\", \"heading\": \"Events causing dissociation.\", \"support\": \"(a) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company\u2019s activities and affairs; (b) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under s. 605.04091; or (c) Has engaged or is engaging in conduct relating to the company\u2019s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0801, the person is expelled as a member by judicial order because the person: (a) Has engaged or is engaging in wrongful conduct that has affected adversely and materially, or will affect adversely and materially, the company\u2019s activities and affairs; (b) Has committed willfully or persistently, or is committing willfully or persistently, a material breach of the operating agreement or a duty or obligation under s. 605.04091; or (c) Has engaged or is engaging in conduct relating to the company\u2019s activities and affairs which makes it not reasonably practicable to carry on the activities and affairs with the person as a member. (7) In the case of an individual: (a) The individual dies; or (b) In a member-managed limited liability company: 1. \u2026\", \"sentence\": \"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. \u00a7 605.0602).\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.04073.html\", \"cite\": \"Fla. Stat. \u00a7 605.04073\", \"heading\": \"Voting rights of members and managers.\", \"support\": \"The operating agreement and articles of organization may be amended only with the affirmative vote or consent of all members.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (c) Except as otherwise provided in this chapter, the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act, whether within or outside the ordinary course of the company\u2019s activities and affairs, including a transaction under ss. 605.1001-605.1072. (d) The operating agreement and articles of organization may be amended only with the affirmative vote or consent of all members. (2) In a manager-managed limited liability company, the following rules apply: (a) Each manager has equal rights in the management and conduct of the company\u2019s activities and affairs. (b) Except as expressly provided in this chapter, a matter relating to the activities and affairs of the company shall be decided by the manager; \u2026\", \"sentence\": \"In a member-managed LLC, the operating agreement can be amended only with the consent of all members (Fla. Stat. \u00a7 605.04073).\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8601.html\", \"cite\": \"Fla. Stat. \u00a7 620.8601\", \"heading\": \"Events causing partner\u2019s dissociation.\", \"support\": \"A partner is dissociated from a partnership upon the occurrence of any of the following events:\", \"verdict\": \"supported\", \"law_text\": \"A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership having notice of the partner\u2019s express will to immediately withdraw as a partner or withdraw on a later date specified by the partner; (2) An event agreed to in the partnership agreement causing the partner\u2019s dissociation; (3) The partner\u2019s expulsion pursuant to the partnership agreement; \u2026\", \"sentence\": \"A partner exits a general partnership through events the statute lists, and courts call this dissociation.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8602.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8601.html\", \"cite\": \"Fla. Stat. \u00a7 620.8601\", \"heading\": \"Events causing partner\u2019s dissociation.\", \"support\": \"The partnership having notice of the partner\u2019s express will to immediately withdraw as a partner or withdraw on a later date specified by the partner;\", \"law_text\": \"\u2026 (1) The partnership having notice of the partner\u2019s express will to immediately withdraw as a partner or withdraw on a later date specified by the partner; (2) An event agreed to in the partnership agreement causing the partner\u2019s dissociation; (3) The partner\u2019s expulsion pursuant to the partnership agreement; (4) The partner\u2019s expulsion by a unanimous vote of the other partners if: (a) It is unlawful to carry on the partnership business with such partner; \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 620.8602\", \"heading\": \"Partner\u2019s power to dissociate; wrongful dissociation.\", \"support\": \"A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to s. 620.8601(1).\", \"verdict\": \"supported\", \"law_text\": \"(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to s. 620.8601(1). (2) A partner\u2019s dissociation is wrongful only if: (a) It is in breach of an express provision of the partnership agreement; or (b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: 1. \u2026\", \"sentence\": \"A partner can leave by giving the partnership notice of an express will to withdraw.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8601.html\", \"cite\": \"Fla. Stat. \u00a7 620.8601\", \"heading\": \"Events causing partner\u2019s dissociation.\", \"support\": \"(3) The partner\u2019s expulsion pursuant to the partnership agreement;\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (1) The partnership having notice of the partner\u2019s express will to immediately withdraw as a partner or withdraw on a later date specified by the partner; (2) An event agreed to in the partnership agreement causing the partner\u2019s dissociation; (3) The partner\u2019s expulsion pursuant to the partnership agreement; (4) The partner\u2019s expulsion by a unanimous vote of the other partners if: (a) It is unlawful to carry on the partnership business with such partner; \u2026\", \"sentence\": \"A partnership agreement may set out when and how a partner can be expelled.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8601.html\", \"cite\": \"Fla. Stat. \u00a7 620.8601\", \"heading\": \"Events causing partner\u2019s dissociation.\", \"support\": \"The partner engaged in wrongful conduct that adversely and materially affected the partnership business;\", \"verdict\": \"supported\", \"law_text\": \"\u2026 or (d) A partnership that is a partner has been dissolved and its business is being wound up; (5) On application by the partnership or another partner, the partner\u2019s expulsion by judicial determination because: (a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.8404; \u2026\", \"sentence\": \"A court may expel a partner for wrongful conduct that adversely and materially affected the business.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8601.html\", \"cite\": \"Fla. Stat. \u00a7 620.8601\", \"heading\": \"Events causing partner\u2019s dissociation.\", \"support\": \"The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.8404;\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (5) On application by the partnership or another partner, the partner\u2019s expulsion by judicial determination because: (a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under s. 620.8404; or (c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; (6) The partner\u2019s: (a) Becoming a debtor in bankruptcy; (b) Executing an assignment for the benefit of creditors; \u2026\", \"sentence\": \"It may also expel a partner for a willful or persistent material breach of the agreement or a duty owed to the other partners.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8403.html\", \"cite\": \"Fla. Stat. \u00a7 620.8403\", \"heading\": \"Partner\u2019s rights and duties with respect to information.\", \"support\": \"A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership.\", \"law_text\": \"\u2026 (2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"Upon reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) In a member-managed limited liability company, the following rules apply: (a) Upon reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company: 1. The records described in subsection (1); and 2. Each other record maintained by the company regarding the company\u2019s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the member\u2019s rights and duties under the operating agreement or this chapter. \u2026\", \"sentence\": \"An owner usually has a right to the company's records, and the statutes set the baseline.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section\", \"law_text\": \"\u2026 (g) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law. (h) Unreasonably restrict the duties and rights stated in s. 605.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of a reasonable restriction on use. (i) Vary the grounds for dissolution specified in s. 605.0702. A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph. \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"In addition to a restriction or condition stated in the operating agreement\", \"verdict\": \"supported\", \"law_text\": \"\u2026 A restriction or condition imposed by the operating agreement or under subsection (10) applies both to the agent or legal representative and the member or person dissociated as a member. (8) Subject to subsection (9), the rights under this section do not extend to a person as transferee. (9) If a member dies, s. 605.0504 applies. (10) In addition to a restriction or condition stated in the operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. \u2026\", \"sentence\": \"An operating agreement may address which company records are kept and how members can review them.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"The company shall furnish to each member: 1. Without demand, any information concerning the company\u2019s activities, affairs, financial condition, and other circumstances that is known to the company and is material to the proper exercise of the member\u2019s rights and duties under the operating agreement or this chapter\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) The company shall furnish to each member: 1. Without demand, any information concerning the company\u2019s activities, affairs, financial condition, and other circumstances that is known to the company and is material to the proper exercise of the member\u2019s rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and 2. \u2026\", \"sentence\": \"The company must also give each member information material to that member's rights and duties, without waiting for a demand.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 and 2. On demand, other information concerning the company\u2019s activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information. 2. For any demanded information that the company is not providing, the reasons that the company will not provide the information. \u2026\", \"sentence\": \"After a written demand, the LLC has 10 days to respond with a record.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"2. For any demanded information that the company is not providing, the reasons that the company will not provide the information.\", \"law_text\": \"\u2026 (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information. 2. For any demanded information that the company is not providing, the reasons that the company will not provide the information. (d) The duty to furnish information under this subsection also applies to each member to the extent the member knows any of the information described in this subsection. (3) In a manager-managed limited liability company, the following rules apply: \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information. 2. For any demanded information that the company is not providing, the reasons that the company will not provide the information. \u2026\", \"sentence\": \"That record must say what it will provide, when and where, and why it will withhold anything.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0411.html\", \"cite\": \"Fla. Stat. \u00a7 605.0411\", \"heading\": \"Court-ordered inspection.\", \"support\": \"may summarily order inspection and copying of the records demanded, at the limited liability company\u2019s expense, upon application of the member, manager, or other person.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 s required by that section to be available for inspection, the circuit court in the county where the limited liability company\u2019s principal office is or was last located, as shown by the records of the department or, if there is no principal office in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded, at the limited liability company\u2019s expense, upon application of the member, manager, or other person. (2) If the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this secti \u2026\", \"sentence\": \"If a company refuses a member's request to inspect records, the member may ask a court to resolve the dispute.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0411.html\", \"cite\": \"Fla. Stat. \u00a7 605.0411\", \"heading\": \"Court-ordered inspection.\", \"support\": \"it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section unless the limited liability company proves that it refused inspection in good faith\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) If the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section unless the limited liability company proves that it refused inspection in good faith because the company had a reasonable basis for doubt about the right of the member, manager, or such other person to inspect or copy the records demanded. \u2026\", \"sentence\": \"The court must also order the company to pay reasonable attorney fees, unless the company shows a good-faith refusal.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8403.html\", \"cite\": \"Fla. Stat. \u00a7 620.8403\", \"heading\": \"Partner\u2019s rights and duties with respect to information.\", \"support\": \"A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. \u2026\", \"sentence\": \"Partners have a parallel right.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8403.html\", \"cite\": \"Fla. Stat. \u00a7 620.8403\", \"heading\": \"Partner\u2019s rights and duties with respect to information.\", \"support\": \"The right of access provides the opportunity to inspect and copy books and records during ordinary business hours.\", \"law_text\": \"\u2026 (2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"(c) Unreasonably restrict the right of access to books and records under s. 620.8403(2) or to information under s. 620.8403(3);\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); (c) Unreasonably restrict the right of access to books and records under s. 620.8403(2) or to information under s. 620.8403(3); (d) Eliminate the duty of loyalty under s. 620.8404(2) or s. 620.8603(2)(c), but: 1. The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or 2. \u2026\", \"sentence\": \"A partnership agreement often addresses how partners can review the partnership's books and records.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.\", \"law_text\": \"\u2026 To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"the partnership shall cause the dissociated partner\u2019s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2).\", \"verdict\": \"supported\", \"law_text\": \"\u2026 620.8801, the partnership shall cause the dissociated partner\u2019s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2). (2) The buyout price of a dissociated partner\u2019s interest is the amount that would have been distributable to the dissociating partner under s. \u2026\", \"sentence\": \"Florida's partnership statute sets a default buyout.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under s. 620.8801, the partnership shall cause the dissociated partner\u2019s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2).\", \"verdict\": \"supported\", \"law_text\": \"(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under s. 620.8801, the partnership shall cause the dissociated partner\u2019s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2). (2) The buyout price of a dissociated partner\u2019s interest is the amount that would have been distributable to the dissociating partner under s. \u2026\", \"sentence\": \"When a partner leaves and the partnership continues, the partnership must buy that interest.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"the amount that would have been distributable to the dissociating partner under s. 620.8807(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value of the assets or the value of the assets based upon a sale of the entire business as a going concern without the dissociated partner\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) The buyout price of a dissociated partner\u2019s interest is the amount that would have been distributable to the dissociating partner under s. 620.8807(2) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value of the assets or the value of the assets based upon a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of such date. Interest must be paid from the date of dissociation to the date of payment. (3) Damages for wrongful dissociation under s. \u2026\", \"sentence\": \"The price reflects what the partner would receive if the assets were sold at the greater of liquidation value or going-concern value.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"If no agreement for the purchase of a dissociated partner\u2019s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3).\", \"verdict\": \"supported\", \"law_text\": \"\u2026 620.8702. (5) If no agreement for the purchase of a dissociated partner\u2019s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3). (6) If a deferred payment is authorized under subsection (8), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsecti \u2026\", \"sentence\": \"If no agreement is reached within 120 days after a written demand, the partnership must pay its estimated price in cash, minus offsets.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay\", \"verdict\": \"supported\", \"law_text\": \"\u2026 A deferred payment must be adequately secured and shall bear interest. (9) A dissociated partner may maintain an action against the partnership, pursuant to s. 620.8405(2)(b)2., to determine the buyout price of that partner\u2019s interest, any offsets under subsection (3), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner\u2019s interest, any offset due under subsection (3), and accrued interest, and enter judgment for any additional payment or refund. \u2026\", \"sentence\": \"A dissociated partner may sue to set the price within 120 days after an offer to pay.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay\", \"verdict\": \"supported\", \"law_text\": \"\u2026 A deferred payment must be adequately secured and shall bear interest. (9) A dissociated partner may maintain an action against the partnership, pursuant to s. 620.8405(2)(b)2., to determine the buyout price of that partner\u2019s interest, any offsets under subsection (3), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner\u2019s interest, any offset due under subsection (3), and accrued interest, and enter judgment for any additional payment or refund. \u2026\", \"sentence\": \"The 120-day rules come from the partnership statute.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"the operating agreement governs the following: (a) Relations among the members as members and between the members and the limited liability company.\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following: (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. \u2026\", \"sentence\": \"LLC buyout terms usually come from the operating agreement, so read that document first.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0603.html\", \"cite\": \"Fla. Stat. \u00a7 605.0603\", \"heading\": \"Effect of dissociation.\", \"support\": \"A person\u2019s dissociation as a member does not, of itself, discharge the person from a debt, obligation, or other liability to the company or the other members which the person incurred while a member.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 and (c) Subject to ss. 605.0504 and 605.1001-605.1072, a transferable interest owned by the person in the person\u2019s capacity immediately before dissociation as a member is owned by the person solely as a transferee. (2) A person\u2019s dissociation as a member does not, of itself, discharge the person from a debt, obligation, or other liability to the company or the other members which the person incurred while a member. History: s. 2, ch. 2013-180.\", \"sentence\": \"Dissociation does not, by itself, release a former owner from debts owed to the company or the other members (Fla. Stat. \u00a7 605.0603).\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0703.html\", \"cite\": \"Fla. Stat. \u00a7 605.0703\", \"heading\": \"Procedure for judicial dissolution; alternative remedies.\", \"support\": \"Venue for a proceeding brought under s. 605.0702 lies in the circuit court of the county where the limited liability company\u2019s principal office is or was last located, as shown by the records of the department\", \"verdict\": \"supported\", \"law_text\": \"(1) Venue for a proceeding brought under s. 605.0702 lies in the circuit court of the county where the limited liability company\u2019s principal office is or was last located, as shown by the records of the department, or, if there is or was no principal office in this state, in the circuit court of the county where the company\u2019s registered office is or was last located. \u2026\", \"sentence\": \"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. \u00a7 605.0703).\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0703.html\", \"cite\": \"Fla. Stat. \u00a7 605.0703\", \"heading\": \"Procedure for judicial dissolution; alternative remedies.\", \"support\": \"A court in a proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against such members individually. (3) A court in a proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company\u2019s assets wherever located, and carry on the business of the limited liability company until a full hearing can be held. (4) In a proceeding brought under s. \u2026\", \"sentence\": \"In that proceeding, the court may issue injunctions and appoint a receiver or custodian while the case is pending.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0703.html\", \"cite\": \"Fla. Stat. \u00a7 605.0703\", \"heading\": \"Procedure for judicial dissolution; alternative remedies.\", \"support\": \"In a proceeding brought under s. 605.0702, the court may, upon a showing of sufficient merit to warrant such a remedy: (a) Appoint a receiver or custodian under s. 605.0704; (b) Order a purchase of a petitioning member\u2019s interest pursuant to s. 605.0706\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (4) In a proceeding brought under s. 605.0702, the court may, upon a showing of sufficient merit to warrant such a remedy: (a) Appoint a receiver or custodian under s. 605.0704; (b) Order a purchase of a petitioning member\u2019s interest pursuant to s. 605.0706; or (c) Upon a showing of good cause, order another remedy the court deems appropriate in its discretion, including an equitable remedy. (5) Section 57.105 applies to a proceeding brought under s. 605.0702. History: s. 2, ch. 2013-180.\", \"sentence\": \"On a showing of sufficient merit, the court may order a purchase of a petitioning member's interest or another equitable remedy.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0602.html\", \"cite\": \"Fla. Stat. \u00a7 605.0602\", \"heading\": \"Events causing dissociation.\", \"support\": \"A person is dissociated as a member if any of the following occur\", \"verdict\": \"supported\", \"law_text\": \"A person is dissociated as a member if any of the following occur: (1) The company has notice of the person\u2019s express will to withdraw as a member, but if the person specified a withdrawal date later than the date the company had notice, on that later date. (2) An event stated in the operating agreement as causing the person\u2019s dissociation occurs. (3) The person\u2019s entire interest is transferred in a foreclosure sale under s. \u2026\", \"sentence\": \"Only when the operating agreement or the statute allows it, such as a judicial expulsion or a listed expulsion trigger.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (9) A dissociated partner may maintain an action against the partnership, pursuant to s. 620.8405(2)(b)2., to determine the buyout price of that partner\u2019s interest, any offsets under subsection (3), or other terms of the obligation to purchase. The action must be commenced within 120 days after the partnership has tendered payment or an offer to pay or within 1 year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner\u2019s interest, any offset due under subsection (3), and accrued interest, and enter judgment for any additional payment or refund. \u2026\", \"sentence\": \"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.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0703.html\", \"cite\": \"Fla. Stat. \u00a7 605.0703\", \"heading\": \"Procedure for judicial dissolution; alternative remedies.\", \"support\": \"Venue for a proceeding brought under s. 605.0702 lies in the circuit court of the county where the limited liability company\u2019s principal office is or was last located\", \"verdict\": \"supported\", \"law_text\": \"(1) Venue for a proceeding brought under s. 605.0702 lies in the circuit court of the county where the limited liability company\u2019s principal office is or was last located, as shown by the records of the department, or, if there is or was no principal office in this state, in the circuit court of the county where the company\u2019s registered office is or was last located. \u2026\", \"sentence\": \"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.\"}], \"languages\": [{\"code\": \"en\", \"post_id\": 304}, {\"code\": \"es\", \"post_id\": 305}]}","chg_sendback":"","chg_canonical":"","chg_lang":"","chg_hreflang":"[{\"hreflang\": \"en\", \"href\": \"https:\/\/kewlegal.com\/resources\/florida-llc-business-partner-disputes\/\"}, {\"hreflang\": \"es\", \"href\": \"https:\/\/kewlegal.com\/resources\/es\/disputas-socios-llc-florida\/\"}, {\"hreflang\": \"x-default\", \"href\": \"https:\/\/kewlegal.com\/resources\/florida-llc-business-partner-disputes\/\"}]","chg_jsonld":"[{\"about\": [{\"name\": \"LLC member disputes\", \"@type\": \"Thing\"}, {\"name\": \"General partnership disputes\", \"@type\": \"Thing\"}, {\"name\": \"Operating agreements and partnership agreements\", \"@type\": \"Thing\"}, {\"name\": \"Buyouts and removal of owners\", \"@type\": \"Thing\"}], \"author\": {\"@type\": \"Organization\", \"@id\": \"https:\/\/kewlegal.com\/resources\/#organization\", \"name\": \"KEW Legal\", \"url\": \"https:\/\/kewlegal.com\/\"}, \"@context\": \"https:\/\/schema.org\", \"headline\": \"LLC Partner Dispute Florida: Options and Next Steps\", \"keywords\": [\"LLC partner dispute Florida\", \"Florida LLC member dispute\", \"remove LLC member Florida\", \"partnership dispute Florida\", \"LLC operating agreement dispute Florida\", \"buyout LLC member Florida\", \"expelled LLC member rights Florida\", \"Florida general partnership partner removal\", \"LLC inspection of records Florida\", \"business partner dispute mediation Florida\"], \"publisher\": {\"@type\": \"Organization\", \"@id\": \"https:\/\/kewlegal.com\/resources\/#organization\", \"name\": \"KEW Legal\", \"url\": \"https:\/\/kewlegal.com\/\"}, \"speakable\": {\"@type\": \"SpeakableSpecification\", \"cssSelector\": [\"article > p:first-of-type\", \".wp-block-details p\", \"article > h1\"]}, \"inLanguage\": \"en-US\", \"description\": \"A plain-language guide to the options available to owners of a Florida LLC or general partnership in a co-owner dispute, covering governing documents, records access, removal and dissociation, buyouts, negotiation, mediation, litigation, and when to consult counsel.\", \"spatialCoverage\": {\"name\": \"Miami-Dade County and Broward County, Florida\", \"@type\": \"Place\"}, \"reviewedBy\": {\"@type\": \"Person\", \"name\": \"Natalie Martinez\", \"jobTitle\": \"Associate Attorney\", \"sameAs\": [\"https:\/\/www.floridabar.org\/directories\/find-mbr\/profile\/?num=1003311\"]}, \"@type\": \"Article\", \"image\": \"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-business-partners-sit-across-a-conference-table-with-leg-photo.jpg\"}, {\"@context\": \"https:\/\/schema.org\", \"@type\": \"BreadcrumbList\", \"itemListElement\": [{\"@type\": \"ListItem\", \"position\": 1, \"name\": \"Home\", \"item\": \"https:\/\/kewlegal.com\/resources\/\"}, {\"@type\": \"ListItem\", \"position\": 2, \"name\": \"LLC Partner Dispute Florida: Options and Next Steps\", \"item\": \"https:\/\/kewlegal.com\/resources\/florida-llc-business-partner-disputes\/\"}]}]","chg_meta_description":"Facing a partner dispute in a Florida LLC or partnership? Learn which documents, records, buyout and removal rules matter before you act. 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