Can One 50% Owner Dissolve a Florida LLC?

Miami business attorney Aaron Resnick of Law Offices of Aaron Resnick handles Florida LLC dissolution disputes for LLC owners and members.

Short Answer

One equal owner usually cannot unilaterally dissolve a Florida LLC simply by announcing it. The operating agreement may define dissolution events or voting requirements. Florida law also permits a member to ask a court for judicial dissolution in defined circumstances, including situations where it is not reasonably practicable to continue the business in conformity with the governing documents. Filing for dissolution is serious. It can create buyout leverage, but it can also expose the company to uncertainty, expense, creditor concerns, and a remedy the filing owner did not truly want.

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What Changes the Answer?

Owning half the LLC is not by itself a ground for judicial dissolution. The operating agreement may name its own dissolution events.

Dissolution under the agreement or by consent follows chapter 605, Florida Statutes. A member's court petition follows the separate grounds in chapter 605, Florida Statutes.

The deadlock ground requires a deadlock the members cannot break and irreparable injury to the company, threatened or already suffered.

The election procedure in chapter 605, Florida Statutes lets the company, or another member if the company does not act, elect to buy the interest of the member who filed. It gives the member who filed no right to buy the other owner out.

For an LLC dissolution case, chapter 605, Florida Statutes sets venue in the circuit court of the county where the principal office is or was last located on Department of State records. If there is or was no Florida principal office, the registered office's current or last location controls.

That is the Eleventh Judicial Circuit in Miami Dade County, the Seventeenth in Broward County and the Fifteenth in Palm Beach County. Bring the agreement, office history, blocked decisions, financials, contracts and evidence of company harm.

What Does a General Example Look Like?

This is a general example, not a client matter. Two members own a Miami development LLC equally. The operating agreement requires both signatures for refinancing and contains no deadlock mechanism. One member refuses to approve any financing proposal while the company's loan approaches maturity. The other member gathers the agreement, loan notices, cash projections and rejected proposals. Counsel could evaluate whether the facts support judicial dissolution or a negotiated exit. If the case qualifies, the company, or the other member if the company does not act, could elect to buy the interest of the member who filed. Filing does not guarantee that the petitioner keeps the project or receives a preferred price.

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Read the LLC operating agreement against chapter 605, Florida Statutes. Dissolution by agreement or consent under chapter 605, Florida Statutes differs from a court petition under chapter 605, Florida Statutes.

Court procedure and alternative remedies follow chapter 605, Florida Statutes. A qualifying election to purchase the filing member's interest follows chapter 605, Florida Statutes; it is not a right for that member to buy the other owner out.

The circuit counties are listed in chapter 26, Florida Statutes. These LLC rules do not substitute for corporate or partnership dissolution rules.

When Does This Become Urgent?

What Usually Goes Wrong?

Why Does Miami Experience Matter?

Dissolving a Miami LLC can affect more than the owners. The company may hold valuable leases, permits, development rights, customer contracts, or real estate relationships that lose value during uncertainty. Miami experience matters because a litigator must understand what has to stay operating while the dispute proceeds. The objective is often to use a credible remedy to force a sensible exit, not to destroy the asset both owners built.

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What Should You Have Ready?

• The operating agreement and any dissolution or deadlock provisions.
• A timeline of blocked decisions and resulting business harm.
• Financial statements, debt, leases, licenses, and material contracts.
• Evidence of misconduct, waste, diversion, or inability to operate.
• Buyout discussions, valuations, and each owner's proposed solution.

What Typically Happens Next?

Counsel evaluates the contractual dissolution events, statutory grounds, evidence of deadlock or misconduct, and available alternatives. A demand or mediation may come first. If court action is justified, the filing should tell a concrete business story and request relief that protects value while the case proceeds. The parties may still resolve the matter through a purchase, sale, or structured wind down before any final dissolution order.

Related Questions and Reading

• What Happens When 50/50 Business Partners Cannot Agree?
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• How Do I End a Business Partnership in Florida?
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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.