Your rights in a Florida LLC member dispute come from two sources: the operating agreement you signed, and Chapter 605, the Florida statute that fills every gap the agreement leaves. Between them, members hold real rights to information, to distributions properly declared, to their vote, and to remedies when managers or co members abuse control. The practical problem in most LLC fights is not that rights are missing. It is that one member controls the company day to day and the other has to enforce those rights deliberately, in the correct order, before the value walks out the door.
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When an LLC Dispute Is Urgent
An LLC member dispute is urgent in Florida when control of the money is in one member's hands and the relationship has turned: distributions stop arriving, the books go quiet, company funds start covering personal expenses, or a manager begins dealing with companies he owns on the side. It is also urgent when votes are being taken without proper notice, because decisions made at meetings you never heard about are much harder to unwind than decisions blocked in advance. Movement in the money or the governance means the clock is running.
The Fights Florida LLC Members Actually Have
Florida LLC member disputes cluster around four things: management, money, information, and exit. Management fights turn on whether the company is member managed or manager managed and who really holds authority to act. Money fights are about distributions withheld, compensation one member awards himself, and company funds used as a personal account. Information fights are about being cut off from the books. Exit fights are about members who want out, or want someone else out, at a price nobody agrees on. Most real disputes braid several of these together, which is why the strategy has to be built on the whole picture rather than the loudest single grievance.
Member Managed or Manager Managed Changes Everything
The management structure of a Florida LLC decides who owes what to whom, so it is the first fact to nail down. In a member managed company, members generally hold authority and owe each other duties in how they run it. In a manager managed company, authority concentrates in the managers, and members who are not managers hold rights more than responsibilities. People are often wrong about which structure they have, because the answer lives in the operating agreement and the state filings rather than in how the company actually behaved. Establishing the structure on paper is step one, because it determines whose conduct is measured against which standard.
What Chapter 605 Gives You When the Agreement Is Thin
Chapter 605 supplies the default rules for every Florida LLC, and those defaults carry disputes where the operating agreement is thin, silent, or missing entirely. Members hold statutory rights to information about the company, standards govern those who manage it, and remedies exist against members and managers who use the company for themselves, up to and including court supervised relief when the situation justifies it. Handshake LLCs and single page agreements are common in Florida, and the members who assume no document means no rights are consistently wrong.
What to Have Ready
Bring the operating agreement and any amendments, the articles of organization, the most recent tax returns and financial statements you possess, records of distributions made and skipped, and the messages that show the dispute forming. If you suspect money is moving improperly, write down what you have seen with dates and amounts before memory softens it.
What Happens Next
The first consultation establishes the structure, your percentage, and which rights are being violated, then ranks the moves: an information demand, a written position to the other members, protective steps where money is leaking, or a negotiated restructuring or exit. LLC disputes reward the member who acts on paper first, because the record built early controls the negotiation later. You will leave knowing the sequence and what each step is designed to produce.
Why Aaron Resnick
Aaron Resnick has been practicing in Florida since 1998, and disputes inside closely held companies, LLCs above all, are the core of his practice. He has been named a Florida Super Lawyer every year since 2013, and his work has been covered by The New York Times, The Wall Street Journal, and the Miami Herald. LLC fights are won by members who know exactly which rights to press and in what order. That is the work.
Related Questions
Do I have rights if we never signed an operating agreement?
Yes. A Florida LLC without a written operating agreement runs on the default rules of Chapter 605, which supply management authority, information rights, and duties among those in control. The absence of a document changes the evidence, not the existence of your rights.
Can the majority member just outvote me on everything?
Votes control many decisions, but Florida law does not let voting power become a license to run the company for one member's benefit. Withheld distributions paired with insider salaries, self dealing, and information blackouts raise claims that a vote count does not answer.
My co member and I are 50/50 and stuck. Is that a different problem?
It is, and it has its own playbook. Equal ownership with no tiebreaker is a deadlock, and the way out runs through the agreement, a buyout, or court intervention depending on your documents and the damage being done.
This page is general information, not legal advice. Reading it does not create an attorney client relationship with the Law Offices of Aaron Resnick, P.A. Every dispute turns on its own facts, documents, and deadlines.
