What Is the Statute of Limitations for LLC Debts in Florida?
Q: What is the statute of limitations for LLC debts in Florida?
A: Florida does not establish a separate statute of limitations for LLC debts. Instead, creditor claims follow Florida's general civil statutes of limitations based on debt type. Written contracts have a 5-year limit (Fla. Stat. § 95.11(2)(b)); oral contracts have 4 years (Fla. Stat. § 95.11(2)(a)). Open accounts and promissory notes also carry 5-year limits. The clock starts when the debt becomes due or the breach occurs.
How Statutes of Limitations Apply to LLCs
Your LLC's debts are subject to the same limitation periods as debts owed by individuals or other business entities. The applicable deadline depends on the obligation's nature:
- Written contracts (loan agreements, service contracts): 5 years
- Oral contracts: 4 years
- Open accounts and credit card debt: 5 years
- Promissory notes: 5 years
The statute begins running when the creditor knew or should have known about the breach. Creditors must file suit before expiration; failure to do so bars the claim.
Member Liability Protection
Florida's charging order statute (Fla. Stat. § 605.0503) limits creditor remedies against LLC members. A creditor cannot seize LLC assets or force a member to satisfy the LLC's debts directly. However, this protection does not extend the statute of limitations—it only restricts how creditors can collect.
Personal guarantees bypass this protection. If you personally guaranteed an LLC debt, the creditor may pursue you individually under the same limitation period.
Key Considerations
Accrual and Discovery
The statute of limitations clock starts when the debt accrues, not when a creditor discovers it. For installment debts, each payment may restart the clock for that portion.
Tolling
Certain circumstances may pause or extend the statute of limitations, such as the debtor's absence from Florida or the debtor's legal incapacity. Consult an attorney about tolling rules specific to your situation.
Unenforceable vs. Uncollectible
Once the statute expires, the debt becomes unenforceable in court—creditors cannot obtain a judgment. However, the underlying obligation may persist, and creditors may still attempt collection outside the court system.
Next Steps
If your LLC faces a debt claim, verify the debt type and accrual date immediately. Consult a Florida business attorney to determine whether the statute of limitations has expired and to evaluate your LLC's liability protection under state law.
This is general information, not legal advice.