LLC Member Dispute Attorney Florida | Operating Agreement Disputes | Richard Corey Law

What Is an LLC Member Dispute?

A limited liability company (LLC) member dispute arises when the owners of an LLC disagree about the operation, finances, management, or direction of the company. Florida LLCs are governed by their operating agreement and the Florida Revised Limited Liability Company Act.

LLC member disputes are among the most common forms of business litigation in Florida. Unlike corporations, LLCs are often formed informally — sometimes without a written operating agreement — which creates significant legal uncertainty when disputes arise.

Common LLC Dispute Issues in Florida

Breach of the operating agreement by one or more members. Disputes over profit distributions and how LLC income is allocated. Wrongful exclusion of a member from management participation. Diversion of LLC business opportunities by one member for personal benefit. Failure to maintain proper LLC records or provide required financial information. Disputes about whether to sell, dissolve, or continue the LLC. Deadlock between co-equal members with no mechanism for resolution. Fraud or misrepresentation in the formation of the LLC.

What Happens When There Is No Written Operating Agreement?

Florida law provides default rules for LLCs that lack a written operating agreement. However, these default rules may not reflect the actual agreement and expectations of the members. In these situations, disputes can become particularly complex — requiring courts to determine the parties' intent based on conduct, communications, and the surrounding circumstances of the business relationship.

Remedies Available in Florida LLC Member Disputes

Damages for breach of operating agreement or breach of fiduciary duty. Judicial dissolution of the LLC under Florida law when the LLC cannot be operated consistently with the reasonable expectations of the members. Court-ordered accounting of LLC assets, revenues, and distributions. Appointment of a receiver to manage the LLC during litigation. Injunctive relief to prevent harmful conduct by a co-member. Buyout of a member's interest at fair value.

What Is the Business Judgment Rule and How Does It Affect LLC Disputes?

The business judgment rule protects managers and members from liability for honest business decisions made in good faith, with reasonable care, and in the best interests of the company. However, the business judgment rule does not protect self-dealing, fraud, or decisions made in bad faith. Our attorneys understand how to pierce through improper applications of the business judgment rule to hold bad actors accountable.

Schedule a Consultation

Contact The Law Offices of Richard Corey, PLLC at 954-789-0461 to discuss your Florida LLC member dispute.

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