{"id":5388,"date":"2026-10-29T00:36:45","date_gmt":"2026-10-29T00:36:45","guid":{"rendered":"https:\/\/www.lawayala.com\/resources\/florida-contract-disputes-guide-tampa-area-businesses\/personal-guaranty-enforcement-llc-contract-debt-florida\/"},"modified":"2026-11-09T07:47:21","modified_gmt":"2026-11-09T07:47:21","slug":"personal-guaranty-enforcement-llc-contract-debt-florida","status":"publish","type":"page","link":"https:\/\/www.lawayala.com\/resources\/florida-contract-disputes-guide-tampa-area-businesses\/personal-guaranty-enforcement-llc-contract-debt-florida\/","title":{"rendered":"Personal Liability for LLC Debt in Florida | Ayala Law"},"content":{"rendered":"
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Personal Liability for LLC Debt in Florida | Ayala Law<\/h1>\n

The Short Answer: A Personal Promise Can Reach You Even When the LLC Signed<\/h2>\n

Yes. If you agreed in writing to pay an LLC’s debt in your own name, you can be personally liable for it. That can be true even when the company, not you, signed the main contract.<\/p>\n

Florida’s LLC law protects owners. Under Fla. Stat. \u00a7 605.0304<\/a>, a company’s debt is solely the company’s. A member or manager is not personally liable for it “solely by reason of” that role. That protection rests on your role in the company. It does not erase a separate promise you made yourself. The wording of the document you signed decides your exposure. Owners often learn this late, after the company falls behind and a demand arrives.<\/p>\n

What a Personal Promise Is and Why Creditors Ask for One<\/h2>\n

A personal promise is a written commitment by an individual to pay or perform if the business does not. It sits alongside the company’s contract and usually has its own signature line. Landlords and lenders often ask owners of small companies for one. The company may have little to pay with, so the creditor wants a second source.<\/p>\n

Florida’s writing rule matters here. Under Florida law, no action can be brought to hold a person to a special promise to answer for another person’s debt unless the promise, or a note or memorandum of it, is in writing and signed by the person to be charged or by someone lawfully authorized to sign for that person. The promise, or a note or memorandum of it, must be in writing and signed by the person to be charged. A verbal promise to cover the company’s bill generally will not support a claim.<\/p>\n

Creditors sometimes argue that an owner relied on a promise made in conversation. The Florida Supreme Court held that promissory estoppel cannot be used to get around this writing requirement, in DK Arena, Inc. v. EB Acquisitions I, LLC<\/a>. That is one reason the signed paper matters so much.<\/p>\n

What a Creditor Generally Must Show to Enforce It<\/h2>\n

It needs a signed writing in which you personally took on the obligation.<\/p>\n

The creditor must tie your signed promise to the specific contract, lease or loan it covers.<\/p>\n

Timing matters too. Florida’s limitations statute, Fla. Stat. \u00a7 95.11<\/a>, lists a legal or equitable action on a contract founded on a written instrument as a separate category from a legal or equitable action on a contract not founded on a written instrument. A contract clause that shortens that period is void under Fla. Stat. \u00a7 95.03<\/a>.<\/p>\n

Defenses and Contract Terms Owners Should Examine<\/h2>\n

Start with the document itself. Several terms often decide how far a personal promise can reach.<\/p>\n

Scope and caps.<\/strong> Is the promise limited to a dollar amount, a set term or one obligation? Or is it open-ended? A narrow promise reaches less.<\/p>\n

Signature and authority.<\/strong> Check whether you signed in your own name or only in a title for the company. Confirm that the signature is genuine and that the company’s authority is documented.<\/p>\n

Changes to the underlying contract.<\/strong> If the company and the creditor changed terms later, ask whether you agreed to them. The effect turns on the terms and on what you knew at the time.<\/p>\n

Mistake.<\/strong> Rescission for mutual mistake is available only when the mistake is mutual and concerns a fact that goes to the essence of the contract. The Fourth District stated this in Waterside at Boynton Homeowners’ Ass’n v. Southern Homes<\/a> of Palm Beach, LLC.<\/p>\n

Unfair terms.<\/strong> A court needs to find both procedural and substantive unfairness before it refuses to enforce a term. Under Basulto v. Hialeah Automotive<\/a>, both the procedural and substantive aspects of unconscionability must be present, although not necessarily to the same degree, and both are evaluated interdependently rather than as independent elements.<\/p>\n

Notice and conditions.<\/strong> Check whether the document requires notice of default. Then check whether the creditor gave it.<\/p>\n

Can a Personal Promise Be Revoked or Limited Later?<\/h2>\n

Revocation turns on the document’s terms and on how the promise was made. Look for a termination or release clause before you assume anything.<\/p>\n

Timing matters. Under Florida law, a voidable contract can be ratified when the party entitled to rescind fails to do so after learning the facts that warrant rescission. The Second District explained this rule in Flaherty v. Flaherty<\/a>. Under Flaherty v. Flaherty<\/a>, ratification occurs when a party entitled to rescind a voidable contract fails to do so after the discovery of facts that warrant a rescission. If you learn facts that might support undoing a promise, don’t wait to act.<\/p>\n

Many owners negotiate a cap, an end date, or a promise limited to one lease or loan. Raise that before you sign.<\/p>\n

How a Personal Promise Affects Your Finances<\/h2>\n

If a creditor wins a judgment against you, the court may, if it so orders, allow the creditor to levy execution on the asset transferred or its proceeds, in an action for relief against a transfer under Fla. Stat. \u00a7 726.108<\/a>. Florida law sets the rules for when a judgment becomes a lien on real property and how long that lien lasts.<\/p>\n

Personal property follows a different path. A judgment lien on personal property is acquired by filing a judgment lien certificate after the judgment has become final, the time to move for rehearing has lapsed, no motion for rehearing is pending, and no stay of the judgment or its enforcement is in effect, under Fla. Stat. \u00a7 55.202<\/a>; however, a court may authorize, for cause shown, filing before the judgment is final when it has authorized the issuance of a writ of execution in the same matter. Stock in corporations is among the property subject to levy and sale under execution, under Fla. Stat. \u00a7 56.061<\/a>. Judgments also carry interest at a rate set by the Chief Financial Officer under Florida law, unless a written contract sets another rate.<\/p>\n

Asset moves matter too. A transfer made by a debtor without reasonably equivalent value, while the debtor is insolvent or becomes insolvent because of the transfer, can be challenged by a creditor whose claim arose before the transfer, under Fla. Stat. \u00a7 726.106<\/a>. A court may then avoid that transfer to the extent needed to satisfy the claim, subject to the limitations in \u00a7 726.109, under Fla. Stat. \u00a7 726.108<\/a>. Bankruptcy can also change the timing and options for a creditor.<\/p>\n

Related Questions in Florida Contract Disputes<\/h2>\n

Personal promise disputes often sit inside larger commercial and contract fights. Our practice focuses on business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation and international trade litigation. For a broader overview, see our Florida contract disputes guide. Some matters may be referred to another lawyer or firm.<\/p>\n

Can I be personally liable for my LLC’s contract debt in Florida?<\/summary>

Yes, if you signed a written personal promise to pay that debt. The LLC protection alone does not cover a separate promise you made.<\/p><\/details>

Does a personal promise have to be in writing?<\/summary>

Yes. Under Florida’s statute of frauds, a promise to answer for another person’s debt must be in writing and signed by the person to be charged.<\/p><\/details>

Does a creditor have to sue the LLC first?<\/summary>

It turns on the wording of the document. Read the clause that describes what the creditor must do before it can pursue you.<\/p><\/details>\n

Talk Through Your Document Before a Creditor Moves Forward<\/h2>\n

If a supplier, landlord or lender has named you personally after the LLC fell behind, or you’re being asked to sign a personal promise on a new contract, start with the paperwork. Our team can review the signed language, the dates and the company’s default with you. Call (305) 570-2208 or contact us<\/a>. Case evaluations carry a fee, and this page does not quote a price. Eduardo A. Maura is the responsible lawyer for this page. Our office is in Tampa, at 1646 W Snow Ave, and we serve businesses in Tampa and Hillsborough County.<\/p>\n