A few years ago, two friends formed an LLC and split it 50/50. They downloaded an operating agreement template, filled in their names, and got to work. Today, one of them puts in 60-hour weeks running the business. The other took a full-time job elsewhere last spring but still owns half. The first partner wants to bring in an investor to fund a second location. The second partner says no.

Nobody in this hypothetical story did anything wrong. There’s no fraud, no stolen money, no villain. But they’re stuck, and their operating agreement says nothing about any of it: not what happens when one owner stops working in the business, not who decides whether to bring in outside money, and not what happens when two equal owners can’t agree.

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This is how most partner disputes start: with questions nobody answered in writing while everyone still got along. The good news is that nearly all of those questions are predictable, and a well-drafted agreement can answer them in advance. Below are the clauses that prevent the most common partner disputes, along with what Florida law does if your agreement leaves them out.

What Florida law decides for you when your agreement is silent

Many business owners assume that if their agreement doesn’t address something, there simply isn’t a rule. The opposite is true. Florida has default rules that apply whenever the owners haven’t agreed to something different, and those rules may not match what either partner assumed.

For LLCs, the Florida Revised Limited Liability Company Act (Chapter 605, Florida Statutes) fills the gaps. It supplies default rules on how the company is managed, how members vote, how distributions work, and what happens when a member wants to transfer an interest. For example, in a member-managed LLC, Florida’s default rules generally let a majority-in-interest of the members decide ordinary business matters, while acts outside the ordinary course generally require the consent of all members (section 605.04073). In a 50/50 company, “majority” and “all members” can mean the same thing: both owners have to agree, or nothing happens.

Partnerships are even more exposed. Under Florida’s Revised Uniform Partnership Act, two or more people who carry on a business together as co-owners for profit can form a general partnership whether or not they intended to (section 620.8202). No written agreement is required, which means two people can be legal partners, with the default rules that come with it, without ever signing anything.

The takeaway: not having an agreement doesn’t mean there are no rules. It means the rules are ones you didn’t choose.

Six clauses that prevent most partner disputes

Every business is different, but the disagreements that turn into disputes tend to fall into the same handful of categories. These six clauses address them.

Clause 1: Roles, authority, and time commitment

The dispute it prevents: one partner feels they’re carrying the business while the other collects the same share.

This clause spells out who runs day-to-day operations, who can sign contracts, open bank accounts, hire and fire, and approve spending, and how much time each owner is expected to commit. It also addresses what happens if those expectations change.

Drafting tip: if a partner reduces their involvement, the agreement should say what follows. That might be a change in compensation, a guaranteed payment to the owner who’s doing the work, or a vesting schedule that ties part of the ownership to continued involvement. Deciding this in advance takes the emotion out of it later.

Clause 2: Capital calls and what happens if a partner can’t pay

The dispute it prevents: the business needs cash, and one partner can’t or won’t put in their share.

The agreement should say whether additional capital contributions are ever required, how a capital call is made, how much notice each owner gets, and what happens if someone doesn’t contribute. Common options include diluting the non-contributing owner’s percentage, treating the other partner’s extra contribution as a loan to the company, or a combination of both.

Clause 3: Major decisions that need everyone’s approval

The dispute it prevents: one partner makes a big move the other never agreed to.

List the decisions that require unanimous or supermajority approval. Typical examples include borrowing above a set dollar amount, personally guaranteeing company debt, bringing in a new owner or investor, selling the business or its main assets, entering a long-term lease, and hiring family members. A clear list protects both owners, because each knows exactly where their individual authority ends.

Clause 4: A deadlock mechanism

The dispute it prevents: two equal owners disagree on something important, and the business stalls.

This is the clause some agreements leave out, and in Florida, it carries real weight. Under section 605.0702 of the Florida Statutes, a court may dissolve an LLC when the members or managers are deadlocked, can’t break the deadlock, and the company is suffering or threatened with irreparable injury. Dissolution is a blunt outcome. It can mean winding up a business that both owners would rather keep running.

The good news is §605.0702 offers a way out. If the operating agreement contains a “deadlock sale provision,” meaning a mechanism for breaking the deadlock such as a buyout of one member, a change in governance, or a sale of the company, and that provision has been initiated before a court finds grounds for dissolution, the provision applies instead of a court-ordered dissolution.

Common deadlock mechanisms include a required mediation period, a tiebreaking vote by a trusted outside advisor, and a buy-sell offer (sometimes called a “shotgun” clause) in which one owner names a price and the other must either buy or sell at that price.

Drafting tip: the clause only protects you if it’s actually triggered in time, so it should state clearly how and when either owner can start it.

Clause 5: Buy-sell terms for death, disability, divorce, and departure

The dispute it prevents: an owner leaves the business, and nobody agrees on what their share is worth or who gets it.

A buy-sell provision answers four questions for each triggering event: who has the right or obligation to buy the departing owner’s interest, at what price, on what payment terms, and how quickly. Without it, a partner’s death can leave the surviving owner in business with the deceased partner’s heirs, and a divorce can put an ex-spouse’s claim into the middle of the company.

Drafting tip: set the valuation method now. Options include a fixed formula, a value the owners agree to and update each year, or an independent appraisal. Price is where buyouts most often stall, so settling the method while everyone is on good terms is one of the most useful things you can do.

Clause 6: Transfer restrictions and competition

The dispute it prevents: a partner sells their share to a stranger, or leaves and opens a competing business down the street.

A right of first refusal requires an owner who wants to sell to offer the interest to the other owners first, on the same terms. Consent requirements can prevent transfers to outsiders altogether. For departing owners, restrictions on competing with the business or soliciting its clients and employees can protect what you’ve built, as long as they’re drafted within Florida’s requirements for restrictive covenants in section 542.335 of the Florida Statutes.

How to raise this with your partner without starting the fight you’re trying to avoid

The hardest part of this process is often the first conversation. Many owners hesitate because asking for a detailed agreement feels like saying “I don’t trust you.”

The truth is you’re not planning for your partner to fail. You’re planning for things neither of you controls: a health scare, a divorce, a great offer to buy the company, a year when the business needs more cash than expected. A clear agreement protects both of you, and it protects the business from being frozen while you work it out.

It also helps to tie the conversation to a natural moment. Bringing in new capital, adding a partner, opening a second location, or signing a large lease are all good reasons to revisit the agreement, and none of them suggest suspicion. If there’s no obvious trigger, make it a standing item: review the agreement together once a year.

Finally, have the draft reviewed by counsel. When both partners understand what they’re signing, the agreement is more likely to hold up when it matters.

When to update an existing agreement

An agreement that fit the business when you formed it may not fit it today. Review yours when any of the following happens:

  • A new owner or investor joins. New money usually comes with new expectations about control and exit rights, and the agreement should reflect them.
  • A partner’s role changes. If someone steps back from day-to-day work, or takes on a bigger role, the compensation and authority terms should be updated to match.
  • The company takes on significant debt. Lenders often require personal guarantees, and the owners should agree in writing on how that risk is shared.
  • The business buys real estate. Property adds value and complexity, and the buy-sell and valuation terms may need to account for it.
  • An owner marries or divorces. Transfer and buy-sell terms determine what happens if a spouse ends up with a claim to an ownership interest.
  • A few years have passed. Even with no major changes, a periodic review catches terms that no longer match how the business actually runs.

Decide the hard things while you still agree

Often, the problem is never the partnership itself, but the silence in their agreement on questions that were always going to come up. The best time to decide how disagreements get resolved is while everyone still agrees.

FAQs

Q: What happens if two 50/50 LLC members in Florida can’t agree? If the operating agreement includes a deadlock mechanism, that process controls. If it doesn’t, either member may ask a court to dissolve the LLC under section 605.0702 of the Florida Statutes, provided the deadlock can’t be broken and the company is suffering or threatened with irreparable injury. Most owners want to avoid that outcome, which is why a deadlock clause is worth including from the start.

Q: Do I need an operating agreement if my Florida LLC has only two members? Florida doesn’t require a written operating agreement to form an LLC. Without one, though, the default rules in Chapter 605 govern how the company is managed and what happens when members disagree. Two-member companies are where deadlock is most likely, so they’re often the ones that need an agreement most.

Q: Can I force my business partner to sell their share? Generally, only if your agreement gives you that right, for example through a buy-sell provision, a shotgun clause, or specific grounds for buying out a member, or if a court orders a remedy. That’s why these terms need to be in place before a dispute starts.

Q: Is a partnership agreement the same as an operating agreement? They serve the same purpose for different types of businesses. A partnership agreement governs a partnership, an operating agreement governs an LLC, and a shareholder agreement governs the owners of a corporation. Each is subject to its own Florida statutes, so the right document depends on how your business is set up.

By Alex D. Sirulnik. Alex D. Sirulnik is an attorney with more than 25 years of experience representing Florida businesses and investors in corporate transactions, stock transfers, partnership interests, and real estate, and a graduate of the University of Miami School of Law. Alex has spent more than 25 years drafting operating agreements, shareholder agreements, and ownership transfers for Florida businesses. If your agreement is a template, or if you’ve never had one, contact our team and we’ll review it with you before a disagreement makes the decision for you. You can learn more about our business law services and corporate agreements practice.