LLC Deadlock in New York: How 50/50 Members Break a Stalemate Without Destroying the Business
Updated: 7 minutes ago
Updated October 23, 2026
You and your 50/50 partner built a successful design-build firm out of a SoHo loft. For seven years you agreed on almost everything. Now you can't agree on whether to renew the lease, whether to hire a controller, or whether to take on a $4 million Tribeca project that would require personal guarantees. Every vote is 1-1. The bank account is full, but the business is frozen, and the longer it sits, the more clients drift away. This is LLC deadlock in New York, and you have more options than you may realize.
At Yassi Law, we handle business-divorce litigation for closely held LLCs in Manhattan, Brooklyn, Queens, Nassau, and Suffolk. The hardest cases are 50/50 splits because there's no majority to force a decision and no minority to claim oppression. Below is how we think about LLC deadlock in New York, and how you should think about it before you file anything.
Key takeaways
In New York, a 50/50 stalemate alone is not enough to dissolve an LLC; courts start with your operating agreement.
If your operating agreement has a buy-sell, shoot-out, or mediation clause, follow it before asking a court for help.
Send a written books-and-records demand early to see the company's finances and start a paper trail.
Put your proposals, offers, and meeting notes in writing so the deadlock is documented if you need to file.
Bring in a valuation expert early so you have a defensible price in mind before any buyout talks.
What is LLC deadlock under New York law?
LLC deadlock is the inability of the members or managers to make a decision the company needs to function. In a 50/50 LLC, deadlock typically happens when two members hold equal voting rights and disagree on a fundamental issue: strategic direction, major capital expenditures, distributions, or whether to sell. New York's LLC Law doesn't define "deadlock" with a bright line, but courts treat persistent inability to govern as a strong indicator that the company can't continue as the operating agreement contemplates.
The governing statute is LLCL § 702, which lets a member petition for judicial dissolution when "it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement." That phrase, not reasonably practicable, is the key to almost every deadlock case in New York. We unpacked the standard in detail in our post on the "not reasonably practicable" standard for LLC dissolution.
The leading case is Matter of 1545 Ocean Avenue, LLC, 72 A.D.3d 121 (2d Dep't 2010). The Second Department held that a petitioner must show, in the context of the LLC's operating agreement, that the company's management is unable or unwilling to permit or promote the stated purpose of the entity, or that continuing the business is financially unfeasible. Deadlock alone isn't automatically enough. You need to tie it to the purpose and structure of the deal you signed.
That framework matters because 1545 Ocean Avenue consciously rejected the broader corporate-dissolution standards used under Business Corporation Law § 1104. LLCs are creatures of contract. Your operating agreement is the lens through which a judge will read every deadlock claim.
A recent Second Department decision shows how much the agreement controls. In Matter of Ribeiro v. Libutti, 2025 NY Slip Op 06865 (2d Dep't 2025), a 50/50 member asked the court to dissolve the company. Under the parties' agreement, his own admitted breaches had cost him his voting rights, so there was no deadlock. The court also found he "failed to demonstrate, prima facie, that the purpose of the LLC had been frustrated, rendering continued operations impracticable," and the petition was denied without a hearing.
Can you force your 50/50 partner out without a buy-sell agreement?
Sometimes yes, but it almost always requires litigation or a credible threat of it. New York LLC Law has no statutory removal provision for a member, and there is no involuntary-buyout statute analogous to BCL § 1118 (a provision that allows a corporation or its other shareholders to elect to purchase the interest of a shareholder who has filed an oppression-based dissolution petition under BCL § 1104-a). No equivalent statutory election mechanism exists for LLC dissolution petitioners, which is the single biggest reason 50/50 LLC fights end up in court.
Walking away on your own is not a simple exit either. Under LLCL § 606, a member may withdraw only as the operating agreement provides. Unless the agreement says otherwise, a member cannot withdraw before the company is dissolved and wound up. Read your agreement and talk to a lawyer before you send any resignation notice.
Your first move should always be the operating agreement. Many well-drafted New York LLC agreements include a buy-sell, a Texas shoot-out, a Dutch auction, a put/call mechanism, or a mandatory mediation provision. If yours does, follow it. Courts will enforce these mechanisms strictly, and skipping them can sink your case. We've written extensively about how poorly drafted operating agreements create these problems in our post on three LLC operating agreement traps that can cost millions. Each tool has trade-offs. In a shoot-out, one member names a price and the other must either buy or sell at that price. That setup tends to favor the member with more cash, because a partner who cannot fund a purchase may be forced to sell.
TZ Vista, LLC v. Helmer, 2025 NY Slip Op 00694 (2d Dep't 2025), shows why. A member's request to dissolve the company failed for three reasons: the operating agreement waived dissolution rights, mere disagreement was not enough, and he had not followed the agreement's buy-sell offer procedure for disagreements. The court found he "failed to properly follow the procedures contained in this paragraph."
If your agreement is silent, New York courts have crafted an equitable remedy. Courts have affirmed equitable buyouts of one member by another as an alternative to dissolution in an LLC. This is important because it shows that even without a contractual mechanism, a New York court can order one 50/50 member to sell to the other at a court-determined price when the equities support it. This remedy is discretionary. Judges use it when dissolution would destroy real going-concern value, but they don't have to. In Mizrahi v. Cohen, 104 A.D.3d 917 (2d Dep't 2013), the Second Department noted that the LLC Law "does not expressly authorize a buyout in a dissolution proceeding," but held that in certain circumstances a buyout may be an appropriate equitable remedy upon the dissolution of an LLC. In that case, which involved two 50% members, the court allowed one member to purchase the other's interest once the trial court determined its value. It also held that the operating agreement's dissolution provisions did not bar that buyout.
The strategic point: if you want to be the buyer, your conduct during the dispute matters enormously. Courts weigh which member has been operationally responsible, which member has acted in good faith, and which member can actually run the business going forward. Document everything. It also means resisting self-help. Changing bank signatories, firing employees on your own, or moving assets to a new entity, even to protect the business, can be recast as freeze-out conduct and expose you to a fiduciary-duty claim.
When does deadlock justify judicial dissolution under LLCL § 702?
Deadlock justifies dissolution when it makes the LLC's stated purpose impossible to achieve, not merely uncomfortable. The bar is higher than people assume. Filing a § 702 petition because your partner is annoying or because distributions aren't what you'd like will get you nowhere.
Courts applying 1545 Ocean Avenue generally look for one or more concrete failures. Has the company's stated purpose become unachievable? Is management literally unable to act on major decisions because votes are tied? Is the business financially unfeasible — losing money, unable to pay vendors, or burning through reserves while the members fight? Has the relationship between the members deteriorated to the point that ordinary business cooperation is impossible?
The Commercial Division in Manhattan has dissolved 50/50 LLCs where members hadn't spoken in over a year, where one member changed the locks on the office, and where the company had defaulted on bank covenants because no one had authority to sign waivers. It has refused to dissolve LLCs where the members disagreed on strategy but kept paying the bills and filing tax returns. The difference is paralysis versus disagreement.
A 2025 Third Department case shows what paralysis can look like. In Amici v. Mazza, 2025 NY Slip Op 00259 (3d Dep't 2025), two 50% members were deadlocked: one wanted to dissolve the LLC and the other wanted it to keep operating. No operating agreement or manager gave anyone authority to act for the company. Because "neither of them has legal authority to act on behalf of the LLC," the court held it was not reasonably practicable for the LLC to carry on its business and granted dissolution.
One more nuance worth understanding: under LLCL § 701, an LLC dissolves on the events specified in the operating agreement or by vote of at least a majority in interest of the members, unless the operating agreement requires a different percentage. If your agreement specifies a triggering event (say, a deadlock provision that automatically dissolves the company after 90 days of unresolved disagreement), you may not need § 702 at all. We covered the interplay between operating-agreement dissolution triggers and judicial dissolution in our post on whether your LLC operating agreement can block you from dissolving the business.
What practical steps should you take before filing for dissolution?
Before filing anything, you should build a record. Courts in New York reward members who attempted good-faith resolution and punish members who escalated without trying. The first 30 to 60 days of a deadlock dispute often determine the outcome 18 months later.
In our practice, these are the warning signs in a partnership or LLC: you're shut out of decisions, you can't get the books and records, communication stops, the expenses don't add up, or important promises were only ever made verbally. If any of these sound familiar, the steps below matter.
Start by requesting books and records in writing. Under LLCL § 1102, every LLC member may, subject to reasonable standards in the operating agreement, inspect and copy at the member's own expense the company's tax returns and any financial statements it maintains for the three most recent fiscal years, the operating agreement and its amendments, and other information about the company's affairs that is just and reasonable, for any purpose reasonably related to the member's interest. A written § 1102 demand creates a paper trail and often surfaces facts (undisclosed distributions, self-dealing contracts, or unauthorized loans) that change the dispute entirely. Our full walkthrough is in LLC books and records in New York.
Next, document the deadlock itself. Send written proposals on the disputed decisions. Memorialize meetings. Make clear, written offers — to sell, to buy, to mediate, to bring in a neutral CFO. When your partner refuses or simply doesn't respond, you've created the evidentiary backbone of a § 702 petition. Without that record, your dissolution case is just two members blaming each other from the witness stand.
Consider whether you need emergency relief. If your partner is dissipating company assets, signing contracts without authority, or steering opportunities to a side company, you may need a preliminary injunction or TRO. We explain the timeline and standards in our piece on stopping business harm before trial with preliminary injunctions and TROs. In the Commercial Division, fully briefed preliminary-injunction motions in complex business cases routinely take substantial time to decision — so emergency relief should be filed simultaneously with the dissolution petition, not after. Keep in mind that filing a § 702 petition does not freeze the business on its own. The company keeps operating unless the court steps in. In serious cases, where there is danger that company property will be removed from the state, lost, materially injured or destroyed, a court can also appoint a temporary receiver under CPLR § 6401 to preserve the business while the case is pending, though that step is costly and disruptive.
Finally, talk to a valuation expert early. The biggest mistake in 50/50 disputes is reaching settlement talks with no defensible price in mind. If you're the buyer, you want a low valuation; if you're the seller, you want a high one. The methodology fight starts on day one and continues through trial.
How do courts value a 50/50 LLC when one member buys out the other?
New York courts have broad discretion when valuing an LLC interest in a buyout proceeding, and the approach they choose can significantly change the price. In many dissolution-adjacent LLC cases, courts have borrowed the concept of fair value from corporate law, which typically rejects the minority and marketability discounts that would otherwise reduce the price. Fair market value, by contrast, asks what a willing buyer would pay a willing seller and usually means those discounts apply. But unlike the corporate context, New York's LLC Law does not prescribe a single statutory valuation standard. When your operating agreement defines how interests are to be valued, that definition controls. In an equitable buyout ordered by the court, the judge has discretion to choose among approaches, and has often adopted fair value as a matter of equity, but that choice is not automatic.
Courts may consider income (discounted cash flow), market (comparable transactions), and asset-based approaches, and they often weight more than one method.
Experienced commercial litigators focus on the date the court selects for valuation (pre-deadlock, date of filing, or date of trial), because shifting that single date by a year can swing the price by 20 to 40 percent in volatile industries. That choice is rarely obvious and almost always negotiable.
We walk through specific valuation methodologies New York courts have approved in our deep dive on LLC buyout valuation and how courts price a business divorce.
Two practical points often get lost. First, your tax returns and K-1s become Exhibit A — if you took aggressive write-offs to minimize taxes, expect those numbers to depress your buyout price. Second, personal guarantees on the company's debt usually have to be unwound as part of the deal. A buyer who keeps the business but leaves the seller on a bank guarantee is asking for a second lawsuit. Build guarantee releases into the settlement, or build a price adjustment for the risk if the bank won't release.
Frequently Asked Questions
Does my 50/50 partner have a fiduciary duty to me?
In a member-managed LLC, members generally owe fiduciary duties of loyalty and care to one another and to the company, particularly where one member has operational control or access to information the other lacks. The operating agreement can modify the scope of those duties, but it cannot eliminate them. We explain the analysis in detail in our post on LLC manager bad faith and New York fiduciary duty claims.
Can I file for dissolution if the LLC is profitable?
Yes. Profitability is a factor courts consider, but it isn't dispositive. New York courts have dissolved profitable LLCs where deadlock made strategic decisions impossible — for example, where members couldn't agree on whether to renew a critical lease, reinvest capital, or accept a large new contract. The question is whether the LLC can carry out its stated purpose, not whether it's currently making money.
What if my partner is freezing me out instead of just disagreeing?
Freeze-out tactics (locking you out of accounts, withholding distributions, cutting your role, or refusing to share financials) change the analysis significantly. Those facts support breach of fiduciary duty and oppression claims in addition to dissolution. They also strengthen your position for an equitable buyout, a remedy New York courts have granted as an alternative to dissolution where one member has been excluded from the business. Our post on minority LLC member freeze-out in New York covers the specific remedies in depth.
How long does a New York LLC dissolution case take?
A contested § 702 petition typically takes 12 to 24 months from filing to a final order, depending on whether the case is in the Commercial Division, how aggressive discovery becomes, and whether the court orders a hearing on valuation. Cases settle far more often than they're tried — most resolve at mediation or after the first round of dispositive motions, once both sides have seen the company's books and the likely valuation range.
The Bottom Line
LLC deadlock in New York rarely resolves itself, and waiting almost always favors whichever member controls the bank account. The members who do best in 50/50 disputes are the ones who build a clean record, use LLCL § 1102 demands and written proposals to create paper, and bring a credible valuation to the table early. Whether you end up with a contractual buyout, an equitable buyout, or a judicial dissolution under LLCL § 702, the work you do in the first 60 days will shape the result.
If you or your business is facing an LLC deadlock or a 50/50 business divorce in New York, the team at Yassi Law PC is ready to help. Call us today at 646-992-2138 for a consultation.
This article is for informational purposes only and does not constitute legal advice. Although I am an attorney, I am not your attorney, and reading this article does not create an attorney-client relationship. Laws vary by jurisdiction and may have changed since the publication of this article. For advice specific to your situation, consult a qualified attorney.
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