If your business partner took money from the company, or from you, Florida law may give you options. Start by figuring out what the payment actually was. Some payments are allowed under your agreement, while others may break the duties a partner owes. This page walks through the steps co-owners of Florida LLCs, partnerships and closely held companies can take. Eduardo A. Maura is the attorney responsible for this page, and the information here is general, not advice on your facts.
First, Determine What the Payment Actually Was
The answer depends on what the money was, so sort each payment first. Most payments fall into one of five groups: a distribution, a salary, an approved loan, an expense reimbursement, or an unauthorized withdrawal. Each group carries different consequences.
A distribution is a share of profits paid under the company’s rules. An approved loan is money the owners agreed to lend. An unauthorized withdrawal is money taken without the approval the agreement requires.
Personal expenses are often easiest to spot in the general ledger. Look for car payments, family travel, personal card charges or home bills booked as company costs. Florida law starts with the partnership agreement. Relations among partners are governed by that agreement first, and default rules fill only the gaps (Fla. Stat. § 620.8103). Read your operating or partnership agreement before deciding a payment was improper.
If your partner moved company money without your approval, you may have a claim worth reviewing, and our team can go over your records and agreement with you. Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Does My Business Partner Owe Me Legal Duties?
Usually, yes. The duties depend on your entity type and on your partner’s role in running the business.
In an LLC, each manager of a manager-managed LLC and each member of a member-managed LLC owes duties of loyalty and care to the company and its members (Fla. Stat. § 605.04091). The duty of loyalty requires accounting to the company for any property, profit or benefit taken from company property or affairs.
For a partnership, a partner’s only fiduciary duties are loyalty and care. The partner must account to the partnership for any property, profit or benefit derived from its business (Fla. Stat. § 620.8404). Both entity types must also act with good faith and fair dealing.
An agreement cannot erase the duty of loyalty. It can name certain activities that do not violate the duty, if that is not manifestly unreasonable. Partners can also approve a specific transaction after full disclosure of material facts (Fla. Stat. § 620.8103).
One point often gets missed. A partner does not breach a duty just because the conduct also helps that partner. The real question is whether money was taken without accounting for it or getting approval.
Do I Have a Right to See the Company Books?
Usually, yes. The rules differ for partnerships and LLCs.
Partners, and their agents and attorneys, can inspect partnership books during ordinary business hours. The partnership may charge a reasonable amount for copies (Fla. Stat. § 620.8403).
Make your request in writing. List the records you want, such as bank statements, the general ledger and transfer records. Keep a copy and note the date you sent it.
If the company refuses or ignores the request, a court can step in. In an LLC case, the circuit court in the county where the principal office is or was located may summarily order inspection at the company’s expense (Fla. Stat. § 605.0411). The court must also order the company to pay reasonable costs and attorney fees, unless the company shows it refused in good faith.
Preserve what you already have before any confrontation. Save copies of statements, ledgers, emails and texts outside company systems. Do not change or delete anything.
What Can You Sue a Business Partner For?
The most common claims are breach of fiduciary duty, embezzlement or conversion, fraud, and equitable relief such as an accounting. Which ones fit depends on the facts and the agreement.
Breach of fiduciary duty fits when a partner uses company money or opportunities for personal gain. Disputes over company property or funds often turn on who had the right to use them and how they were handled, and each situation depends on its own facts and records. Disputes over business finances often raise questions about the accuracy of financial statements or where money actually went, and each matter is evaluated on its own record.
Partnership disputes often involve questions about how money moved between the partners and the business, and those questions are answered by reviewing the specific facts and records. Courts may also consider orders that stop further transfers. Whether these remedies are available depends on the facts and the agreement.
Time matters. Florida sets time limits for filing suit, and they vary by type of claim (Fla. Stat. § 95.11). A court can also bar a claim brought too late under laches, even if the defendant did not know about it. Do not wait to act.
How to Prove a Partner Took Money Without Permission
You prove it with records that show each payment, who received it, and whether anyone approved it.
Gather bank statements, general ledgers, transfer records, payroll entries, invoices and messages about the payments. Then build a timeline. For each questioned payment, write the date, amount, recipient, stated purpose and any approval. Patterns often show up here, such as repeated payments to one vendor.
When records are incomplete, a forensic accountant can help. The Association of Certified Fraud Examiners describes forensic accountants as professionals who investigate suspected embezzlement, trace funds, analyze financial data and assist with litigation or testimony.
Mistakes can hurt a strong file. Owners often delete messages, “fix” spreadsheets, or confront the partner in ways that prompt records to disappear. Keep evidence as it is. Write down what you remember while it is fresh, and share it with your attorney rather than online.
Practical Options Before and During a Lawsuit
Most owners start with a written demand. First, check the agreement for any notice, cure, mediation or arbitration step.
A demand letter states the problem and what you want, such as repayment, a full accounting or a negotiated buyout. It creates a clear written record, though the partner may not respond.
If the agreement requires arbitration, the route changes. When a party opposes a motion to compel arbitration, the court decides that issue summarily.
If money is moving fast, you may ask a court for temporary relief to protect assets. Whether that fits depends on your facts.
Fee shifting also matters. If a contract allows attorney fees to a party that must enforce it, a court may allow reasonable fees to the other side when that party prevails on the contract. This applies to contracts entered on or after October 1, 1988 (Fla. Stat. § 57.105).
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Key Takeaways and Next Steps
The sequence is simple: classify the payments, review the agreements, preserve records, evaluate claims, then choose a path.
- Sort each payment into its category.
- Read the operating or partnership agreement, including any notice or arbitration step.
- Preserve bank records, ledgers and messages before confronting anyone.
- Evaluate which claims fit the facts and the time limits.
- Choose between a demand, a negotiated exit, arbitration or a lawsuit.
Can my business partner withdraw money without my consent?
It depends on the operating or partnership agreement and on whether the payment was a distribution, salary or approved loan.
How long do I have to sue a business partner in Florida?
Florida sets time limits that vary by claim type, and a claim brought too late can be barred.
Should I send a demand letter first?
Often yes, once records are preserved and any notice or arbitration step is checked.
Ayala Law PA’s only office is at 1646 W Snow Ave in Tampa, and we serve clients in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace and the wider Tampa Bay area from that Tampa office. If your partner moved company money without your approval, you may have a claim worth reviewing, so reach out through our contact page or call (305) 570-2208.
