Signing Contracts Personally vs. as a Company Representative

By Peter Suarez, Esq., President, Vitale, Suarez & Associates, P.A. · Miami Lakes, Florida

Signing contracts personally is not a formality you can clean up after the deal closes. If your name, and not your company’s, ends up as the party that promised to pay, perform, or deliver, the protection you built when you formed your LLC or professional association may not reach that contract at all. If you own, manage, or sign for a medical practice, clinic, laboratory, home health agency, or any other healthcare business in Florida, you need a signing process that makes the company the obligated party every time, and that tells you, before you sign, where your personal exposure begins.

Signing as a company representative means you act as the company’s agent. The company is the party to the contract, the company owes the obligations, and your signature shows only that an authorized person accepted those obligations on the company’s behalf. Signing personally means you are the party, or one of the parties, and the obligations follow you, your bank accounts, and your assets, even after you sell the practice or leave the company. The difference is rarely visible on the day you sign. It becomes visible when a payment is missed, a lease is broken, a vendor sues, or an auditor asks who was in charge.

Key Takeaways

• Under Fla. Stat. § 605.0304, a member or manager of a Florida LLC is not personally liable for the company’s debts solely because of that role. That protection covers company obligations, not obligations you took on yourself.
• In Frieri v. Capital Investment Services, Inc., 194 So. 3d 451 (Fla. 3d DCA 2016), the Third District held that adding “president” under a signature did not shield the signer, because the contract itself imposed personal obligations on him.
• A personal guarantee is a separate promise to pay the company’s debt. Florida requires it to be in writing and signed by the person to be charged (Fla. Stat. § 725.01). If you sign it, you are that person.
• Signing correctly protects you from contract claims. It does not protect you from personal exposure under the False Claims Act, from OIG exclusion as an owner or officer of a sanctioned entity, or from the Medicare liabilities that travel with a practice you buy.
• The practical rule: the company must be the party in the body of the contract, the signature block must show that you signed for the company, and every personal guarantee must be identified, negotiated, or refused before you sign.

What Signing as a Company Representative Actually Means

When you sign for a company, you are acting as its agent. The law treats a contract signed by an agent for a disclosed company as the company’s contract. That is the entire point of forming an entity: the business takes on the obligations, and the people who run it do not. It is also why contract structure belongs inside a healthcare compliance program, not only in the owner’s desk drawer.

That protection depends on two things being true at the same time. The contract must make the company the party, and your signature must show that you signed on the company’s behalf. If either piece is missing, the protection becomes an argument instead of a fact.

The Body of the Contract Controls, Not the Line Under Your Name

Most owners assume the signature block decides who is bound. Florida courts read the whole document. In Frieri, the signer, Escobio, added “president” under his name. The contract, however, required him personally to place 3,910,110 shares into a trust, and he never did. The Third District affirmed the verdict against him and explained that “the mere addition of Escobio’s official designation does not shield him from personal liability because the contract’s language shows that he assumed personal obligations.”

The same opinion quoted an earlier Fourth District decision for a rule that surprises many business owners: adding an official title to a signature, “in the absence of words in the body of the instrument showing a different intent, is to be treated as matter of description, and the agent or official is personally the contracting party.” A title alone describes who you are. It does not prove for whom you signed.

A title is not a shield.

Representative Signature, Personal Signature, and Personal Guarantee Are Different

These three are often confused, and the confusion is expensive.

You can sign the main contract correctly for the company and still be personally bound by a guarantee on the last page. You can also sign a guarantee and believe you signed only for the company. The document decides, not your intent on the day you signed.

Prerequisites: Confirm the Entity, the Authority, and the Paper

Before you sign anything for the business, gather three facts. If you skip this step, the signature becomes a guess dressed up as protection.

Confirm the exact legal name of the company

The contracting party must be the company’s legal name as it appears in the Florida Division of Corporations records, including “LLC,” “P.A.,” “Inc.,” or “P.L.” A trade name alone is not the company. Many healthcare businesses operate under a fictitious name, the “d/b/a” printed on the sign, the website, and the letterhead. A contract that names only the trade name invites the question of who actually stands behind it.

If your organization has more than one entity, such as a management company, a real estate holding company, and a clinical entity, confirm which one is actually receiving the benefit of the contract. The wrong entity on the right contract is still the wrong entity.

Confirm that you have authority to sign

Authority comes from the company’s governing documents: the operating agreement of an LLC, the bylaws and board resolutions of a corporation, or a written delegation. Under Fla. Stat. § 607.0841, each corporate officer has the authority set out in the bylaws or prescribed by the board consistent with the bylaws. A Florida LLC may file a statement of authority with the Department of State under Fla. Stat. § 605.0302, which can grant or limit a position’s authority to bind the company.

Signing outside your authority creates two risks. The counterparty may argue that you bound yourself because you could not bind the company, and the company may dispute a contract it never approved. Check whether the operating agreement, bylaws, or a board or member resolution requires approval for this type of contract, this dollar amount, or this term. A ten-year lease, an equipment loan, and a management services arrangement are rarely contracts that one person should sign without a documented approval. The same discipline that governs medical director agreements applies here: if the approval is not written down, it is hard to prove.

A bank, a landlord, or a lender may ask for a corporate resolution or a certificate of incumbency showing who holds which office. Keep a copy of the approval in the same file as the signed contract. Undocumented authority is treated as authority that never existed.

If more than one person signs contracts, such as an owner, an administrator, and a practice manager, the organization needs an internal contract signature authority policy that says who may sign what, up to which amount, and with whose review. If your policy says only owners sign leases but your office manager signs the renewals, the control exists on paper only.

Read the whole document, including the guaranty language

Guarantee language does not always come with a title that says “Personal Guaranty.” It may sit in a credit application, in the terms and conditions incorporated by reference, in a paragraph called “Additional Obligations,” or in a separate signature line under the company’s line. Read the opening paragraph, the obligations sections, the default and remedies sections, every incorporated document, and every signature line before you sign.

The Legal Rules You Must Anchor To

Four frameworks decide whether a contract problem stays a company problem.

Florida’s Limited Liability Rule for LLC Members and Managers

Fla. Stat. § 605.0304 provides that the debts, obligations, and other liabilities of a limited liability company are solely those of the company, and that a member or manager is not personally liable for them solely by reason of being or acting as a member or manager. The statute also provides that the company’s failure to observe formalities is not, by itself, a ground for imposing personal liability on members or managers.

Read the words carefully: solely by reason of being a member or manager. The rule protects you from liability that exists only because of your role. It does not erase obligations you accepted in your own name.

Courts Protect the Entity Unless It Was Misused

The Florida Supreme Court held in Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984), that the corporate veil “may not be pierced absent a showing of improper conduct.” That is a demanding standard, and it is the reason the entity protection is worth having. It is also the reason misuse of the entity, such as using the company to mislead or defraud creditors, puts the owner’s personal assets back in play.

A Guarantee Binds the Person Who Signs It

Florida’s statute of frauds, Fla. Stat. § 725.01, bars an action on a “special promise to answer for the debt, default or miscarriage of another person” unless the promise is in writing and “signed by the party to be charged therewith.” A personal guarantee is exactly that kind of promise: you promise to answer for the company’s debt. When you sign it, you become the party to be charged.

Federal Healthcare Rules Reach Individuals Directly

Federal healthcare enforcement does not stop at the company’s name. The False Claims Act applies to “any person” who knowingly presents, or causes to be presented, a false or fraudulent claim (31 U.S.C. § 3729). The exclusion statute allows the HHS Office of Inspector General to exclude certain owners, officers, and managing employees of a sanctioned entity (Social Security Act § 1128(b)(15)). Those rules are discussed below because they mark the place where a correct signature stops helping.

Step 1: Make the Company the Party in the Body of the Contract

The opening paragraph of the contract is where the parties are named. That paragraph matters more than the signature block, because it tells the reader who made the promises.

Name the company, not the person

The opening should read, in substance, “This Agreement is entered into by [Company legal name], a Florida limited liability company (‘Tenant’),” not “by Dr. [Name] (‘Tenant’).” If your name appears as a party, ask why. Sometimes the counterparty drafted from an old template. Sometimes it is deliberate.

Check every obligation for personal language

Search the document for your own name and for words such as “personally,” “individually,” “jointly and severally,” “and/or,” and “guarantor.” In Frieri, the problem was not the signature line. It was a sentence that required the signer himself to do something. If an obligation names you, it binds you, whatever your title says.

Read for promises, not only for names.

Watch for “and/or” and joint obligations

A contract that names “ABC Medical Group, LLC and/or Dr. Smith” or that makes the company and the owner “jointly and severally” responsible makes you a co-obligor. You are not guaranteeing the company’s debt in that case. You are sharing it from the first day.

Step 2: Build a Signature Block That Shows Representative Capacity

Once the body names the company, the signature block should confirm it. A clean block in a Florida healthcare contract usually looks like this:

ABC Medical Group, LLC

By: ______________________

Name: Jane Smith

Title: Manager

Put the company name above the signature

The company’s legal name above the signature line shows that the signature belongs to the company. A signature with only a title under it, such as “Jane Smith, Manager,” is the pattern that Florida courts have treated as a description of the signer rather than proof of capacity.

Use “By:” and your actual title

“By:” signals that the person signing acts for the entity named above. The title should be your real title under the company’s documents: Manager, Managing Member, President, Chief Executive Officer. A title you do not hold creates an authority problem on top of a capacity problem.

Do not sign the same document twice without reading why

If the document has a second signature line under the company’s line, often labeled “Individually,” “Guarantor,” or with no label at all, that second line is almost always a personal obligation. Do not sign it on reflex because the counterparty placed a tab there.

Two signature lines usually mean two promises.

Step 3: Find Every Personal Guarantee Before It Finds You

Landlords, equipment lenders, and many vendors ask owners of smaller healthcare businesses for personal guarantees. The request is common. Signing one without knowing what it covers is the mistake.

Know what you are guaranteeing

A guarantee may cover only rent, or rent plus taxes, maintenance, attorney’s fees, and every renewal. It may cover the full term or only the first years. It may survive a sale of the practice, an assignment of the lease, or your departure from the company. The guarantee document defines all of that, so read it as a contract of its own.

Negotiate the scope before you sign

Common points of negotiation include a dollar cap, a time limit, a guarantee that reduces as payments are made, a release when the company meets financial conditions, and a release when you sell your interest. None of these are automatic. If they are not written, they do not exist.

Remember that the entity does not stand between you and the guarantee

Your LLC protects you from the company’s debts. A guarantee is your own debt, conditioned on the company’s default. When the company stops paying, the creditor can come to you directly, and the limited liability rule does not change that.

Where Signing Correctly Does Not Protect You

A correct signature keeps a contract dispute inside the company. It does not convert every risk into a company risk. In healthcare, the most serious personal exposure often has nothing to do with how you signed.

The False Claims Act Reaches Individuals

The False Claims Act applies to “any person.” Under 31 U.S.C. § 3729(b)(1), “knowingly” includes actual knowledge, deliberate ignorance, and reckless disregard of the truth or falsity of information, and requires “no proof of specific intent to defraud.” An owner or executive who causes false claims to be submitted can face liability personally, not only through the company. That exposure often starts with an ordinary billing issue, which is why unresolved overpayments can turn into False Claims Act liability when they are left alone.

The amounts are significant. For penalties assessed on or after July 3, 2025, the Department of Justice set the civil penalty range at $14,308 to $28,619 per claim (28 C.F.R. § 85.5), in addition to treble damages. The Office of Management and Budget cancelled the 2026 inflation adjustment (OMB Memorandum M-26-11, April 17, 2026), so those figures remain in effect through 2026. Penalty amounts change, and how they apply depends on the facts of each matter.

Exclusion Can Follow the Owner of a Sanctioned Entity

Under Social Security Act § 1128(b)(15), the OIG may exclude an individual who has a direct or indirect ownership or control interest in a sanctioned entity and who knows or should know of the conduct behind the entity’s conviction or exclusion. It may also exclude an officer or managing employee of that entity. Under the implementing regulation, 42 C.F.R. § 1001.1551(c)(1), if the entity was excluded, the individual’s exclusion runs for the same period. A billing problem that you treated as the company’s problem can end with your own name on the exclusion list, the same list your organization is expected to check through OIG exclusion list screening.

Buying a Practice Can Mean Buying Its Medicare History

When an institutional provider changes ownership and the new owner accepts assignment of the existing Medicare provider agreement, the agreement is subject to the terms and conditions under which it was originally issued (42 C.F.R. § 489.18). CMS’s enrollment manual states that in that situation “the contractor will continue to adjust payments to the provider to account for prior overpayments and underpayments, even if they relate to services provided before the sale/transfer” (Medicare Program Integrity Manual, Pub. 100-08, ch. 10, § 10.6.22(E)). For a physician practice, a purchase that keeps the same entity and tax identification number keeps the same enrollment and its history, while a change of tax identification number is treated as a new enrollment (Pub. 100-08, ch. 10, § 10.6.7.3(A)). The structure of the purchase decides what you inherit, including any open demand that would have to go through the Medicare overpayment appeal process.

Misusing the Entity Reopens the Question

If the company is used to mislead creditors or to move money in ways that defeat legitimate claims, a court may disregard the entity under the Dania Jai-Alai standard. Correct signatures do not cure improper conduct.

A clean signature controls contract risk. It does not control enforcement risk.

Common Mistakes and Correcting a Contract Already Signed Personally

Most personal exposure from contracts comes from a short list of habits.

Signing Contracts Personally Before the Company Existed

Owners often sign the first lease, the first equipment contract, or the first software agreement before the entity is formed or before its bank account is open. Those contracts frequently stay in the owner’s name for years, through renewals, without anyone noticing.

Signing With a Title but No Company Name

“Dr. Jane Smith, President” is not the same as “ABC Medical Group, P.A., By: Dr. Jane Smith, President.” The first version describes you. The second shows for whom you signed.

Accepting the Counterparty’s Template Without Reading the Parties Paragraph

Templates prepared by landlords, lenders, and vendors are drafted to protect them. A template that names the owner individually is not an accident you can rely on fixing later. Physicians who sign as employees face a different version of this problem, covered in physician employment contract review.

Letting the Wrong Person Sign

An office manager who signs a lease renewal or a vendor agreement without documented authority creates exactly the dispute that a signature authority policy prevents.

Correcting the Error Without Creating a New Liability Problem

If you discover a contract signed in your personal name, do not simply start paying it from the company account and assume the problem is solved. Payment by the company does not, by itself, change who the contract obligates. The usual corrections are an amendment that substitutes the company as the party, an assignment from you to the company with the counterparty’s written consent, or a new contract between the company and the counterparty. An assignment that the counterparty has not agreed to release you from may leave you liable even after the company takes over the contract. Each option depends on the contract’s assignment clause and on the counterparty’s cooperation, which is why the correction should be reviewed before anyone signs it.

The longer a personal contract runs, the more it looks like your contract.

Expected Outcome: A Contract File That Shows Who Signed for Whom

When the process works, every significant contract in the file tells the same story without explanation. The company is named as the party in the opening paragraph. The signature block shows the company’s legal name, “By:”, the signer’s name, and the signer’s real title. The approval that authorized the signature is in the same file. Any personal guarantee is identified, capped or limited where possible, and tracked with its expiration and release conditions. Contracts signed personally in the past have been reviewed, and the ones that matter have been amended, assigned with consent, or replaced.

That file does not guarantee that no one will ever pursue you personally. It makes the company’s position, and yours, far easier to defend. Vitale, Suarez & Associates, P.A., d/b/a The Health Law Offices of Anthony C. Vitale, a healthcare law firm founded in 1982 in Miami Lakes, Florida, reviews this kind of file for healthcare businesses before a dispute starts, which is when the options are widest. The firm’s healthcare law services cover the compliance and enforcement questions that follow.

30-Day Priorities

• List every lease, equipment financing agreement, vendor agreement, and service agreement currently in force.
• For each one, record the party named in the opening paragraph and the signature block as signed.
• Flag every contract that names an owner individually, uses “and/or,” or contains a guarantee.
• Confirm the legal name of each entity in the Florida Division of Corporations records.

90-Day Priorities

• Adopt a written contract signature authority policy and the resolutions that support it.
• Prepare a standard signature block for each entity and distribute it to everyone who signs.
• Prioritize the personal contracts and guarantees with the largest exposure or longest remaining term, and decide whether to amend, assign with consent, renegotiate, or replace them.
• Calendar the expiration and release conditions of every guarantee that remains.

Ongoing Monitoring

• Route every new contract through the policy before signature, including renewals and amendments.
• Review guarantees before any sale of the practice, admission of a new owner, or departure of an existing owner.
• Treat any audit notice, records request, or overpayment demand as a reason to review who signed what, because enforcement questions about individuals often begin with the company’s paperwork.

Frequently Asked Questions

If I add “President” or “Manager” after my name, am I protected?

Not by the title alone. Florida courts read the whole contract, and in Frieri v. Capital Investment Services, Inc. the Third District held that an official designation did not shield the signer because the body of the contract imposed personal obligations on him. The company should be named as the party, and the signature block should show the company’s name, “By:”, your name, and your title.

Does my LLC protect me from a personal guarantee?

No. Fla. Stat. § 605.0304 protects members and managers from the company’s obligations solely because of their role. A personal guarantee is your own written promise to pay if the company does not, and Fla. Stat. § 725.01 makes that promise enforceable against the person who signed it.

Can a contract I signed personally be moved to the company?

Often, yes, but not unilaterally. The usual options are an amendment substituting the company as the party, an assignment with the counterparty’s written consent, or a new contract. Unless the counterparty agrees to release you, you may remain liable even after the company takes over. The assignment clause of the contract and the counterparty’s cooperation decide which path is available.

Can I be personally liable under the False Claims Act if the company submitted the claims?

Yes, that is possible. The False Claims Act applies to “any person” who knowingly presents or causes to be presented a false or fraudulent claim, and “knowingly” includes deliberate ignorance and reckless disregard, without proof of specific intent to defraud. Whether an individual is liable depends on the facts, but the company’s name on the claims does not by itself protect the people who caused them.

If I buy a practice, do its Medicare debts come with it?

They can. If you buy the entity itself and keep its tax identification number, the enrollment and its history stay with it. For institutional providers, a new owner that accepts assignment of the existing provider agreement takes it subject to its original terms, and CMS instructs its contractors to keep adjusting payments for prior overpayments. The structure of the transaction and the purchase agreement decide what transfers.

Who in my organization should be allowed to sign contracts?

Only the people your governing documents authorize, and only within limits you put in writing. A contract signature authority policy should state who may sign each type of contract, up to which amount and term, and with whose review. The approval should be kept with each signed contract.

The Practical Decision Rule

The rule is simple: if the company is not named as the party in the body of the contract, if the signature block does not show that you signed for the company, or if a guarantee is sitting on a page you did not read, assume the contract is yours. Make the company the party, sign as its representative, and decide on every guarantee before your signature decides for you.

About the author. Peter Suarez is the President of Vitale, Suarez & Associates, P.A. in Miami Lakes, Florida, the firm founded in 1982 as The Health Law Offices of Anthony C. Vitale, P.A. He has worked in healthcare law at the firm for 38 years, first as a Florida Registered Paralegal and Office Administrator, and was admitted to The Florida Bar in 2025 after earning his J.D. from Florida International University College of Law. He also holds a B.A. in Business Administration, magna cum laude, from Florida International University. He played an integral role in a three-week federal trial involving a physician charged with conspiracy to unlawfully dispense and distribute controlled substances. He is a member of the American Health Law Association, the American Bar Association, the Dade County Bar Association, and the Cuban American Bar Association. Learn more about the firm’s attorneys.

This article is for general information purposes only and should not be taken as legal advice for any individual case or situation. Reading it, or corresponding with us through this site, is not intended to create and does not create an attorney-client relationship. Federal and Florida healthcare regulations change frequently, and how any rule applies depends on the specific facts of your arrangement, your payor contracts, and your jurisdiction. Vitale, Suarez & Associates, P.A. is based in Miami Lakes, Florida and represents clients in Florida. If you have received an audit notice, records request, subpoena, civil investigative demand, or overpayment demand, speak with a licensed attorney before you respond.

Past results do not guarantee or predict a similar outcome in any future matter. Every case depends on its own facts.

Contact Our Healthcare Lawyers Today!

Schedule a Consultation: (305) 358-4500

Contact Us Vitale, Suarez & Associates, P.A. 8100 Oak Ln Suite 403 Miami Lakes, FL 33016 Phone: (305) 358-4500 Fax: (305) 358-5113 Email: info@vitalehealthlaw.com Hours: Monday through Friday, 9:00 a.m. to 5:00 p.m. The firm’s attorneys work with clients in English and Spanish.