Can a member force sale of our land interest in the LLC if we can’t agree on a buyout price? - Florida
The Short Answer
Possibly—but it usually depends on your LLC’s operating agreement and whether the dispute rises to a level where a Florida court will intervene. A member typically cannot unilaterally force the LLC to sell its land just because the members cannot agree on a buyout price, but a court can order powerful remedies (including dissolution-related relief) in deadlock or misconduct situations.
What Florida Law Says
In Florida, disputes over an LLC’s land are generally treated as LLC governance and member-rights issues, not a simple “partition” of real estate (because the LLC—not the individual members—usually owns the property). When members are stuck and the company cannot function as intended, Florida law allows a member (or manager) to ask the circuit court for relief, which can include dissolution-related remedies and, in some cases, a court-ordered buyout.
If your operating agreement includes a deadlock sale provision (a mechanism that can trigger a redemption, buy-sell, governance change, or sale of the company/assets), Florida courts may require that contractual mechanism to control the outcome if it has been properly initiated.
The Statute
The primary law governing this issue is Fla. Stat. § 605.0702.
This statute establishes that a circuit court may dissolve an LLC (and address deadlock) when, for example, it is not reasonably practicable to carry on the company’s activities in conformity with the operating agreement, or when the members/managers are deadlocked and irreparable injury is threatened or occurring.
Why You Should Speak with an Attorney
Even when the statute provides a path to court involvement, applying it to an LLC that owns land is fact-specific and can escalate quickly. Legal outcomes often depend on:
- Strict Deadlock Requirements: Under Fla. Stat. § 605.0702, a “deadlock” claim commonly turns on whether the members truly cannot break the impasse and whether irreparable injury is threatened/being suffered.
- Burden of Proof and Valuation Fights: “We can’t agree on price” often becomes a valuation and evidence battle—especially if one side argues waste, mismanagement, or that a forced sale would harm the company.
- Operating Agreement Controls: If your operating agreement has a buy-sell or deadlock sale provision, it may dictate the remedy (and timing) and can change what a court will do.
Also, many people assume they can use a real-estate partition case to force a sale. Partition law can apply to co-owners of real property, but an LLC ownership dispute is usually different because the LLC typically holds title. If you’re dealing with inherited/co-owned property outside an LLC, see: How a Florida partition action works for co-owned or inherited property and forcing the sale of a co-owned house with family.
Trying to handle an LLC deadlock or forced-sale dispute without counsel can lead to expensive missteps—especially if you trigger the wrong remedy, violate the operating agreement, or end up in dissolution litigation.
Get Connected with a Florida Attorney
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Disclaimer: This article provides general information under Florida law and does not create an attorney-client relationship. Laws change frequently. For legal advice specific to your situation, please consult with a licensed attorney.