Florida Statute 605.0702
“Grounds for judicial dissolution”
What it means
When an LLC cannot govern itself, §605.0702 opens the courthouse. A manager or member may seek dissolution where the company's conduct is unlawful, operating under its documents has become impracticable, those in control act illegally or fraudulently, assets are being misappropriated or wasted, or the owners are deadlocked, cannot break the deadlock, and irreparable injury threatens.
The Department of Legal Affairs may also sue where the articles were obtained by fraud or the company has continued to exceed or abuse its legal authority. One built-in off-ramp: if the operating agreement has a deadlock sale provision and it is initiated before the court determines grounds exist, that contractual mechanism applies instead of a dissolution order.
- Members or managers may petition on grounds including unlawful conduct, impracticability, illegal or fraudulent acts, waste, and deadlock with irreparable injury.
- The Department of Legal Affairs may seek dissolution for fraud in the articles or authority continued to be exceeded or abused.
- An operating agreement's deadlock sale provision, initiated before the court finds grounds, displaces judicial dissolution of the deadlock.
- The company itself may ask the court to supervise a voluntary dissolution already underway.
How it plays out
Deadlock is a succession problem as often as a business one: the pattern we see most is a 50/50 company where one owner dies and the survivor and the estate stop agreeing. Judicial dissolution is the last resort — it liquidates a going concern to end an argument. The statute itself points at the better tool: a deadlock-sale or buyout clause written into the operating agreement while everyone is on speaking terms controls the outcome and keeps the company alive.
Questions people ask
