Who Is Liable for Contracts Signed before a Florida Corporation Is Formed?

Founders often sign leases, vendor agreements, or loan papers before the state has filed the company's formation documents. A person who signs in that situation is often called a promoter.

Section 607.0204 addresses the risk for corporations. Every person who purports to act as or on behalf of a corporation, knowing there was no incorporation under chapter 607, is jointly and severally liable for all liabilities created while so acting. Joint and several liability means each person may be responsible for the full amount.

The timing of incorporation matters. Under section 607.0203(1), unless a delayed effective date is specified, corporate existence begins when the articles of incorporation are filed, or on a date stated in the articles that is within 5 business days before filing. Filing by the Department of State is conclusive proof that the incorporators met the conditions for incorporation, except in a state proceeding to cancel, revoke, or dissolve.

Limited liability companies follow a similar timing rule. Under section 605.0207, initial articles of organization may state an effective date up to 5 business days before filing. Pre-incorporation agreements and related steps are explained in avoiding promoter liability.