A Florida company owes you money, and it has little left to pay. You want to know whether its owner can be made to pay from personal assets.
Sometimes, yes. This “showing of improper conduct” requires proof that “the corporation was actually organized or used to mislead creditors or to perpetrate a fraud upon them.” (Wurtzebach opinion)
Short answer: yes, but only in limited circumstances
Florida courts can set aside a company’s separate identity, but only when the claimant proves a specific set of facts. Courts call this piercing the corporate veil or alter ego liability.
A company is treated as separate from the people who own it. That separation is the default.
The rule for LLCs is spelled out in statute. A company’s debt is solely the company’s. A member or manager is not personally liable for it just because of that role. Fla. Stat. § 605.0304 also says a failure to observe formalities is not a ground for imposing liability on a member or manager of the company for a company debt.
That second point surprises many owners and creditors. Skipped meetings and sloppy paperwork matter as evidence. They do not move a company debt onto the owner by themselves.
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Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
What a claimant must prove under Florida’s test
A claimant must prove three things, and all three must be shown.
The Fourth District Court of Appeal’s 2024 decision in Wurtzebach v. Flooring Depot FTL, Inc. lists them. First, the owner dominated the company so completely that it had no independent existence. That makes the owner its alter ego. Second, the corporate form was used fraudulently or for an improper purpose. Third, the claimant was injured as a result.
The same opinion quotes the Florida Supreme Court’s decision in Dania Jai-Alai Palace, Inc. v. Sykes (Fla. 1984). That case requires proof that the company was actually organized or used to mislead creditors or to perpetrate a fraud upon them.
What courts look at when reviewing the company
Courts look at how the business actually ran, not only what its paperwork says. Common facts include:
- Commingling funds: personal bills paid from company accounts, or company money spent on personal purchases.
- Ignored formalities: missing records, no meetings, or missed state filings.
- Undercapitalization: a company funded so thinly it could not reasonably cover its expected bills.
- Asset shifting: money or property moved out of the company when a debt was coming due.
- Blurred lines: shared staff, addresses, and ownership that make the company and owner hard to tell apart.
No single factor decides the question.
A separate route is a fraudulent transfer claim. Under Fla. Stat. § 726.105, a transfer can be fraudulent as to a creditor if the debtor made it with actual intent to hinder, delay, or defraud. The statute lists factors courts may weigh. These include whether the transfer went to an insider and whether the debtor was sued or threatened with suit beforehand.
How these claims arise in business, construction, and lease disputes
These claims usually surface after a company stops paying and its money has gone elsewhere.
Contract disputes are common. A vendor or supplier goes unpaid, the company stops operating, and the owner has moved cash into personal accounts.
Construction disputes often follow the same path. A subcontractor or supplier unpaid by a contractor entity may look toward the owner. Lien rights and notice deadlines can matter, so each file needs a close review.
Commercial leases raise similar questions. A landlord may pursue unpaid rent from a tenant company whose owner used company funds for personal costs. For a related topic, see our guide to commercial lease security deposit disputes in Florida.
Partnerships work differently. Shareholder and member disputes add another layer when one owner’s conduct is at issue.
Deadlines and timing you should not overlook
The clock on the underlying claim keeps running while you look into the owner’s role.
Florida’s statute of limitations, section 95.11(2)(b), Florida Statutes, generally allows five years to bring a legal or equitable action on a contract, obligation, or liability founded on a written instrument. A legal or equitable action on a contract, obligation, or liability founded on a written instrument falls within the five-year period, except for an action to enforce a claim against a payment bond, which is governed by the applicable provisions of paragraph (6)(e), s. 255.05(10), s. 337.18(1), or s. 713.23(1)(e), and except for an action for a deficiency judgment governed by paragraph (6)(g) (Fla. Stat. § 95.11). Some statutes carve out exceptions, so check the deadline in each file.
Some events pause the clock. Under Fla. Stat. § 95.051, a payment of part of the principal or interest on a written obligation tolls the limit. A pending arbitration over the same dispute also tolls it.
Parties sometimes sign a tolling agreement, a written deal that pauses deadlines while they talk or investigate.
LLC distributions carry their own short limit. Under Fla. Stat. § 605.0406, an action over an improper distribution is barred unless it is commenced within two years after the distribution.
Discovery is often when commingling and formalities evidence is gathered. Records matter early.
Practical steps for a claimant or an owner
Claimants should move early on records. Owners should keep the company’s affairs separate from their own.
For a claimant, start by pulling the company’s filing record through the Florida Division of Corporations, known as Sunbiz. Save every invoice, payment, lease, and message that ties the owner to the company’s money.
If you win a judgment, a Florida judgment creditor may file a judgment lien with the Department of State.
For an owner, keep separate bank accounts. Document major company decisions. Never pay personal bills from company money. Keep the annual report current. Under Fla. Stat. § 605.0212, an LLC that fails to file a compliant annual report may not maintain or defend an action in a Florida court until it files and pays the fees and penalties due.
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.
Talk with Ayala Law PA about your situation
If an unpaid invoice or lease balance has left a company unable to pay, and you suspect the owner’s personal accounts are involved, a conversation can help you see your options.
Eduardo A. Maura is the responsible lawyer for this page. The firm’s only office is at 1646 W Snow Ave, Tampa, FL. Ayala Law PA serves businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace, and the wider Tampa Bay area.
Call (305) 570-2208 or use the contact form to talk through the facts in your file. Case evaluations carry a fee, and the firm explains the terms when you reach out.
This is general information, not legal advice. Results depend on the facts in each case.
Frequently asked questions
Can you pierce the corporate veil in Florida to collect a business debt?
Sometimes. A claimant must prove domination, improper use, and injury, and courts weigh the whole pattern of facts.
Does missing LLC meeting minutes make the owner personally liable?
Not by itself. Under Florida’s LLC statute, failing to observe formalities is not a ground for holding a member or manager liable for a debt, obligation, or other liability of the company.
How long do I have to sue on an unpaid written contract?
Generally five years under Florida law. Partial payments and pending arbitration can pause that clock.
No single factor decides the question.
