Florida LLCs and Partnership Lawsuits

In Florida, a business may be organized as a corporation, partnership, limited partnership (“LP”), limited liability partnership (“LLP”), or limited liability company (called an “LLC”).

In Florida, small or family owned businesses are typically organized as partnerships, S-corporations, or LLCs. Partnerships are governed by Florida’s Revised Uniform Partnership Act (“RUPA”) and the Revised Uniform Limited Partnership Act (“RULPA”). Florida LLCs are governed by the Florida Revised Limited Liability Company Act, Chapter 605. Florida corporations are governed by Chapter 607, which is the Florida Revised Business Corporations Act.

Other states have similar, but not necessarily identical, governing laws.

All too often, the members of a small business, such as a corporation, partnership, limited partnership, or LLC have disputes or simply desire to go their separate ways. Sometimes a dispute is rooted in disagreements over management decisions or compensation decisions. Alternatively, the problem may simply result because one owner or partner wants to leave, and terms for departure cannot be agreed upon.

Typically, the area of greatest disagreement among business owners who split up is money.

What method will be used to calculate the value of the business and the owners’ interests?

Distributions may be owed from the profits of the business. How much is owed?

What will become of the business’ customers? Will they stay or go with the departing co-owner?

Furthermore, the parties may have claims against each other for damages, such as for unpaid wages, unpaid distributions, benefits due, financial mismanagement, breach of contract, or breach of fiduciary duty.