Florida General Counsel Plan: How It Helps Companies Avoid Alter Ego and Piercing-the-Corporate-Veil Problems

Author: Yoel Molina, Esq., Owner and Operator of the Law Office of Yoel Molina, P.A.

10 February 2026

Florida General Counsel Plan: How It Helps Companies Avoid Alter Ego and Piercing-the-Corporate-Veil Problems

How a Florida General Counsel Plan Prevents Alter Ego & Veil-Piercing Risks (Miami-Dade Focus)

When Florida owners form a corporation or LLC, they expect the entity to shield their personal assets. That shield is real—but it’s not automatic. Courts may disregard it under the alter ego and piercing the corporate veil doctrines if a company is treated like a personal pocket or used to mislead creditors. The good news: a disciplined General Counsel (GC) plan can dramatically reduce that risk for companies across Florida—from startups to multi-entity groups with operations in Miami-Dade and beyond.

Below I explain, in plain English, how our firm’s GC plan is built to keep your entity separate, real, and defensible, so that if a dispute ever lands in court, you’ve got the records and practices that judges look for when they choose not to pierce the veil.

Why companies get into alter ego trouble in the first place

Most veil-piercing battles turn on facts, not magic words in a contract. Plaintiffs win when they can show patterns like:

Commingling personal and business funds
Owners signing personally (or sloppily) instead of on behalf of the entity
Undocumented “loans,” insider transfers, or sudden asset shifts when a dispute arises
Thin, inconsistent governance (no minutes, no resolutions, no operating agreement)
Confusing use of brand names instead of the company’s full legal name

A GC plan prevents these patterns before they start—and documents the legitimate reasons for your structure and decisions.

The 12 pillars of our General Counsel plan (designed to defeat alter ego theories)

Entity Housekeeping & Sunbiz Hygiene
- Confirm exact legal names, FEINs, registered agent, and good standing for each Florida entity.
- Calendar annual-report filings and member/board actions; align DBA/brand names with the underlying legal entity so contracts, invoices, bank accounts, and websites match.
Governance Backbone
- Prepare or refresh operating agreements (LLC) or bylaws/shareholder agreements (corporation).
- Implement a simple minutes/consents cadence (monthly or quarterly) so key decisions are captured in writing.
Signature Discipline & Contract Playbook
- Train everyone who signs to use proper blocks:
- Ban personal signatures unless intentionally giving a personal guaranty (and we control that process).
- Standardize vendor and customer templates that always reference the correct legal entity, not just the brand.
Finance Separation & Documentation
- Hard rule: no personal expenses from company accounts (and vice versa).
- Convert ad-hoc owner cash infusions into documented loans or capital contributions with notes and schedules.
- Establish distribution policies and records that show ordinary-course, business-first cash management.
Related-Party Transactions at Arm’s Length
- Paper intercompany leases, services, IP licenses, and cost-sharing with fair terms and real performance (invoices, receipts).
- Keep a related-party register so recurring dealings are transparent and easy to prove as legitimate.
Capitalization & Risk Sizing
- Right-size capital and insurance for the business model.
- Document the basis for capitalization so it cannot be painted as a sham if there’s a dispute.
Records & Retention
- Centralize bank statements, general ledgers, tax returns, contracts, minutes, and cap tables.
- Adopt a retention schedule so we can prove separateness quickly in discovery.
Communications That Protect the Veil
- Tweak email footers, proposals, websites, and SOWs to identify the entity clearly.
- Train staff to write “the company will…” instead of “ I will…,” and to avoid personal promises.
Pre-Dispute Triage & “No Sudden Moves” Protocol
- The moment a demand letter hits, GC becomes your first call.
- We freeze insider transfers, evaluate reserves, and make documented, defensible decisions (no “Friday-night” asset shuffles).
Multi-Entity Guardrails

For groups with multiple LLCs/corps: clarify who employs whom, who owns which assets, and how cash moves.
Use service agreements and chargebacks so every entity has a real business purpose—not just a tax or liability headline.

People & Training

Short, role-based trainings for executives, sales, finance, and ops: how to sign, how to invoice, how to talk to customers when problems arise.
A simple “text-me-before-you-sign” hotline so mistakes don’t happen under pressure.

Quarterly Veil Audit™

A recurring 60–90 minute review of signatures, bank discipline, intercompany flows, and governance.
We produce a one-page Veil Scorecard with fixes and due dates, so you’re always improving—and always ready.

What this looks like in the first 90 days

Day 1–30: Baseline & Fixes

Legal name inventory; review Sunbiz records; gather charter docs, minutes, contracts, and bank authorizations.
Correct signature blocks across templates, proposals, e-sign platforms, and the website.
Draft or update the operating agreement/bylaws and related-party agreements.

Day 31–60: Controls & Training

Implement expense, distribution, and related-party policies.
Train signers; deploy the Contract Playbook and email/letterhead standards.
Set up document retention and the governance calendar.

Day 61–90: Evidence & Assurance

First Veil Audit™; remediate any red flags (e.g., undocumented owner loans).
Align insurance, confirm capitalization rationale, and finalize the discovery-ready corporate record set.

From there, your cadence is simple: monthly GC access, quarterly audits, and as-needed triage when a dispute flares up.

How the GC plan blocks the most common plaintiff arguments

“They commingled funds.” Our bank discipline, documented owner loans/distributions, and clean GLs undercut this claim.
“The owner signed personally.” Signature training + contract templates + e-sign guardrails minimize this entirely—and our audit catches slips.
“It’s a shell with no real business.” Intercompany contracts, invoices, and KPI dashboards show substance and purpose for each entity.
“They moved assets when we complained.” The pre-dispute protocol stops knee-jerk transfers and creates a paper trail of good-faith business decisions.
“No corporate formalities.” Quarterly minutes/consents, resolutions for big actions, and an up-to-date operating agreement rebut that narrative.

Special notes for Florida companies

Statewide compliance, local savvy. We build for Florida practice and litigators’ expectations, with extensive work in Miami-Dade courts and companies operating throughout the state.
LLCs and corporations treated similarly. Our controls apply to both, because plaintiffs use the same alter ego story regardless of entity type.
Sunbiz alignment matters. Consistency between your public filings, contracts, and banking records is a simple win that often gets overlooked.

Deliverables you can expect

Updated operating agreement/bylaws and cap table (as applicable)
Contract Playbook (MSA, NDA, SOW, PO/Invoice terms, vendor T&Cs) with correct entity language
Signature & guaranty policy (who can sign what, and how)
Related-party agreements (lease, services, IP, cost sharing)
Expense & distributions policy; owner loan templates
Governance calendar, minutes/resolutions templates, and retention schedule
First Veil Audit™ report with remediation checklist
A standing GC access channel for quick pre-signature reviews and dispute triage

Two Florida-flavored scenarios (how GC changes the ending)

Scenario A – The “newco switch.” A supplier threatens suit against OldCo. Without a GC plan, the owner forms NewCo and quietly moves contracts over—classic plaintiff exhibit for alter ego. With our plan: We step in early, evaluate options (settlement, payment plan, security), and document legitimate business reasons for any restructuring. If a new entity is formed, it’s done with clean separation, clear consideration, and third-party notices—defusing the “shell game” narrative.

Scenario B – The personal piggy bank. An owner uses the company card for personal expenses; months later, a creditor cries alter ego. With our plan: Expense policy + monthly reconciliation + owner-loan papering turn those transactions into documented, recoverable entries, not evidence of commingling. The quarterly audit flags outliers long before litigation.

Why a standing GC relationship beats ad-hoc fixes

Veil protection isn’t a one-time form—it’s a habit. A standing GC plan gives you:

Speed (same-day answers before you sign or reply),
Consistency (the same playbook applied every time), and
Proof (a growing record that your company acts like a real, separate business).

When judges see that pattern, alter ego theories usually lose altitude quickly.

For legal help implementing a General Counsel plan to prevent alter ego and veil-piercing issues in Florida, contact Attorney Yoel Molina at admin@molawoffice.com, call (305) 548-5020 (Option 1), or message via WhatsApp at (305) 349-3637.