Miami business attorney Aaron Resnick of Law Offices of Aaron Resnick handles 50/50 partnership deadlocks for equal business partners.
Short Answer
When equal business owners cannot agree, neither side can simply outvote the other. The operating agreement may provide a tie breaker, mediation process, buyout trigger, or dissolution procedure. If it does not, the practical options usually include a negotiated buyout, a sale, structured separation, or court involvement when the deadlock makes it impracticable to continue. The central question is not who is more frustrated. It is whether the company can still function, what the documents require, and which owner has the evidence and financial ability to carry out a workable solution.
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What Changes the Answer?
Equal ownership does not always mean equal authority over every decision. The agreement may let a manager approve routine spending, require both owners for borrowing, or require mediation before any buyout. What matters is the decision that is blocked and what the block is costing the company, not the label 50/50.
The entity matters too. Chapter 605 governs Florida LLCs, Chapter 607 corporations, and Part II of Chapter 620 general partnerships.
A court will not dissolve an LLC because the owners argue. The deadlock ground in chapter 605, Florida Statutes requires a deadlock the members cannot break and irreparable injury to the company, threatened or already suffered.
A court case belongs in circuit court: in Miami Dade County the Eleventh Judicial Circuit, in Broward County the Seventeenth, and in Palm Beach County the Fifteenth. The claim and the venue rules decide which court hears it. Before the first call, gather the governing agreement, failed votes, financial statements, lender or landlord notices and any buyout proposal. Identify the decision that must be made this week.
What Does a General Example Look Like?
This is a general example, not a client matter. Two equal owners of a Miami restaurant LLC disagree about renewing the lease. The operating agreement requires both owners to approve a renewal, but permits routine payroll within an approved budget. It also requires mediation before invoking a contractual buyout process. The lease deadline and payment records help separate the blocked decision from operations that can continue. The owners could use the agreed process, negotiate an interim arrangement or evaluate court remedies if the statutory grounds exist. A disagreement over the lease does not automatically entitle either owner to dissolve the LLC.
Send the parties, the problem and the next date; the firm reviews every inquiry and tells you whether it can help.
| Route | What must be checked |
|---|---|
| Existing decision authority | Who may approve the blocked act |
| Contractual deadlock process | Trigger and required steps |
| Negotiated buyout | Valuation and funding |
| Judicial relief | Entity specific grounds and business harm |
For a Florida LLC, read the operating agreement against its statutory limits in chapter 605, Florida Statutes. A court dissolution petition must address the grounds in chapter 605, Florida Statutes and the procedure in chapter 605, Florida Statutes.
Corporations and general partnerships use different dissolution rules in chapter 607, Florida Statutes and chapter 620, Florida Statutes. The circuit counties are identified in chapter 26, Florida Statutes.
The agreement terms in the example are hypothetical. Florida law does not automatically supply those terms.
When Does This Become Urgent?
- Payroll, financing, hiring, contracts, or regulatory filings cannot be approved.
- One owner is using the stalemate to move money, customers, staff, or opportunities.
- A lender, landlord, investor, or major customer is demanding a decision the owners cannot make.
What Usually Goes Wrong?
- Assuming equal ownership means equal practical leverage.
- Threatening dissolution before understanding valuation, financing, and tax consequences.
- Using self help to break the tie by changing accounts, locks, or authority records.
Why Does Miami Experience Matter?
Miami closely held companies are often built on personal trust, family relationships, real estate holdings, and informal understandings that worked until the first serious disagreement. Experience in Miami matters because the legal solution must fit the operating business. A deadlocked hotel venture, medical practice, construction company, and international trading company do not have the same pressure points, even if each is owned fifty fifty.
Local proof: Aaron Resnick's background
What Should You Have Ready?
- The operating, partnership, or shareholder agreement and amendments.
- A list of decisions currently blocked and the harm caused by each delay.
- Three years of financial statements, tax returns, and distributions.
- Any buyout, valuation, or separation proposals already exchanged.
- Communications showing the deadlock and each owner's stated position.
What Typically Happens Next?
Counsel first reads the agreement for a mechanism the owners may have overlooked. The financial record is then used to measure leverage, business value, and immediate risk. A documented proposal may lead to mediation or a negotiated buyout. If neither side will move and the company is being harmed, litigation or judicial dissolution may become the pressure that produces a resolution.
Related Questions and Reading
- Can I Force My Business Partner to Buy Me Out?
- Can One 50% Owner Dissolve a Florida LLC?
- Can You Settle a Florida Lawsuit Instead of Fighting It?
- partnership and shareholder disputes
- How Do I End a Business Partnership in Florida?
- Browse all Ask Aaron answers
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Aaron Resnick has handled business disputes in Miami since 1998 and is a fourth generation Miami attorney. He works hands-on on every case; the client gets Aaron on every major litigation issue, not a junior partner. The Law Offices of Aaron Resnick represents business owners, partners, members and shareholders in Miami Dade, Broward and Palm Beach counties in partnership, LLC and shareholder disputes, buyouts and dissolutions. Call 305-672-7495 or request a consultation.
This is general information, not legal advice. Viewing this page or contacting the firm does not create an attorney-client relationship. Deadlines can be short. If your matter is time sensitive, call the office at 305-672-7495.
This page provides general information and is not legal advice. Prior results do not guarantee or predict a similar outcome.
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