LLC Member Disputes in Florida
Representing members and managers of Florida limited liability companies in disputes over money, control, records, and exit.
Most new business entities registered in Florida each year are limited liability companies, and most LLC disputes come down to the same few questions: who decides, who gets paid, who can see the books, and how a member gets out. Florida’s Revised Limited Liability Company Act, chapter 605, Florida Statutes, answers each of them where the operating agreement is silent, and the operating agreement answers them where it speaks, except that under section 605.0105(3) it cannot unreasonably restrict members’ information rights or change the grounds for judicial dissolution. Under section 605.04091, managers of manager-managed LLCs and members of member-managed LLCs owe duties of loyalty and care.
Industria Business Lawyers represents members and managers on both sides of those disputes, majority and minority. This page explains the duties members and managers owe, the rights every member has under the statute, the remedies when the company cannot continue, and what to bring to the first call. Every matter is assessed on its own facts. Many LLC disputes end in a negotiated buyout, and the firm says so at the outset when that is the better path. A consultation is free.
LLC Member Disputes We Handle
These are the disputes chapter 605 and the operating agreement decide.
Breach of Fiduciary Duty
Under section 605.04091, Florida Statutes, each manager of a manager-managed LLC and each member of a member-managed LLC owes fiduciary duties of loyalty and care to the company and its members. The duty of loyalty includes accounting for any property, profit, or benefit derived from the company’s activities or property. Self-dealing, diverted opportunities, and hidden compensation are the usual claims.
Distributions and Profit Sharing
Under section 605.0404, distributions before dissolution must be shared on the basis of the agreed value of each member’s contributions as stated in the company’s records, unless the operating agreement provides otherwise. Under section 605.0406, a member or manager who consents to a distribution that violates the statute’s limits, and in doing so fails to comply with the standards of conduct, can be personally liable to the company for the amount by which the distribution exceeded what could lawfully have been distributed, and section 605.0406(5) bars that action unless it is commenced within 2 years after the distribution.
Access to Books and Records
Under section 605.0410, an LLC must keep specified records at its principal office or another location, including the member list, the operating agreement and its amendments, and the articles, and members have rights to information. A records demand is often the first step the firm takes, and it sometimes resolves the dispute on its own.
Withdrawal and Dissociation
Under section 605.0602, a person is dissociated as a member when the company has notice of the person’s express will to withdraw, when an event the operating agreement names occurs, and in the other circumstances the statute lists. What a dissociated member is owed, and when, is usually the real dispute.
Deadlock and Control
Two equal members who cannot agree, or a manager acting outside the operating agreement. The agreement’s voting and removal provisions decide most of these, which is why the firm reads them first.
Judicial Dissolution
Under section 605.0702, a circuit court may dissolve an LLC in a proceeding by a member or manager on the grounds the statute sets out. Dissolution is the remedy of last resort, and the prospect of it is often what produces a buyout.
The Operating Agreement, the Statute, and the Deadlines
Several things shape an LLC case before it is filed.
The operating agreement first. Chapter 605 lets members set most of their own rules, and the agreement governs where it speaks. Where it is silent, the statute fills the gap. Where there is no written agreement, an oral or implied agreement among the members can still be the operating agreement under section 605.0102, Florida Statutes, and the statute’s default rules govern every matter that agreement does not cover.
Personal liability. Under section 605.04093, a manager or member is not personally liable for monetary damages for management decisions unless the manager or member breached or failed to perform the duties the statute imposes and the breach meets the standard the section sets. That limitation is why fiduciary claims are pleaded with care and proved from the records.
The deadlines. Section 95.11, Florida Statutes: five years for a claim on a written instrument, section 95.11(2)(b); four years for fraud, section 95.11(3)(i); four years for a contract not founded on a written instrument, section 95.11(3)(j); four years for an intentional tort, section 95.11(3)(n), or any action not otherwise provided for, section 95.11(3)(o); and two years for negligence, section 95.11(5)(a), with the period for a fiduciary duty claim depending on how the claim is characterized. When the period begins is often the real question.
The forum. Many operating agreements require arbitration. Where they do not, a claim for money damages is heard in circuit court under section 26.012 when the amount in controversy exceeds $50,000 and in county court under section 34.01 when it does not, but a proceeding to dissolve an LLC belongs in circuit court whatever the amount. Courts must refer a filed civil action for monetary damages to mediation on a party’s request under section 44.102, if the requesting party is willing and able to pay the costs or the costs can be equitably divided, subject to the exceptions listed in that section.
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How We Work an LLC Member Dispute
The operating agreement with every amendment, the capital account history, the distributions, and the correspondence, read together.
Where the books are withheld, a written demand under section 605.0410 and the agreement.
The claims, the defenses, the forum, the deadline, the value of the interest at stake, and a recommendation: negotiate a separation, seek an injunction, or file.
Many LLC disputes end in a buyout. The firm prepares the valuation case, with forensic accountants where the numbers are disputed, before the first conversation.
Where a member is draining accounts or diverting business, a complaint with a request for an injunction or a receiver.
Bank and accounting records and depositions of the members; court-ordered mediation with the valuation evidence in hand.
Cases that do not settle are tried; where the company cannot continue, dissolution under section 605.0702 or a buyout on court-set terms.
FAQ
01 • Members and Managers We have no written operating agreement. What governs?
Chapter 605, Florida Statutes, together with any oral or implied agreement the members made. The statute’s default rules on duties, distributions, records, withdrawal, and dissolution apply wherever the members did not agree otherwise, and some of them, such as the grounds for judicial dissolution, cannot be changed by agreement, while the duties of loyalty and care can be altered only within the limits of section 605.0105(3) and (4).
02 • Members and Managers Can I be forced out of my own LLC?
Only as the operating agreement or the statute provides. Section 605.0602 lists the events that cause dissociation; expulsion outside those grounds is a claim in itself.
03 • Members and Managers The manager will not show me the books. What can I do?
Section 605.0410 requires the company to keep specified records and gives members information rights. A written demand is the first step; a court order is the second.
04 • Members and Managers Will the dispute be heard in court or in arbitration?
Many operating agreements require arbitration. Where they do not, a claim for money damages is heard in circuit court under section 26.012 when the amount in controversy exceeds $50,000 and in county court under section 34.01 when it does not, but a proceeding to dissolve an LLC belongs in circuit court whatever the amount.
05 • Members and Managers What should I bring to the first call?
The operating agreement and every amendment, the articles, the capital account and distribution history, bank statements if you have them, the correspondence in date order, and a one-page timeline.
Members and managers of Florida LLCs. Call (202) 860-1210 or describe the dispute briefly through the form, and the firm will ask for the operating agreement after its conflict check. A consultation is free. Every matter is reviewed on its own facts.
This page provides general information about Florida LLC disputes and does not constitute legal advice. Reading it does not create an attorney-client relationship with Industria Business Lawyers. Whether a claim, defense, or deadline applies depends on the facts, the operating agreement, and the law in force. Florida statutes cited: sections 26.012, 34.01, 44.102, 95.11, 605.0102, 605.0105, 605.0404, 605.0406, 605.04091, 605.04093, 605.0410, 605.0602, and 605.0702, Florida Statutes (2026).