Florida applies the three-prong Dania Jai-Alai test: alter ego or instrumentality, improper conduct, and damages caused by the improper use. Without all three prongs, the corporate veil holds — even when the entity is completely owner-controlled. But governance records remain the documentary backbone of the alter-ego analysis, and Florida cases show that LLCs without them lose the protection that Florida statutes otherwise provide.
Florida’s Veil-Piercing Standard
Florida’s controlling standard comes from Dania Jai-Alai Palace, Inc. v. Sykes, decided by the Florida Supreme Court in 1984. Under that three-prong test, a plaintiff must prove: (1) the entity is a mere instrumentality or alter ego of its owner; (2) the entity was used to perpetrate improper conduct or a fraudulent purpose; and (3) the improper use caused the plaintiff’s damages. Florida is among the strictest states — the court was explicit that the corporate veil cannot be pierced absent a showing of improper conduct.
For LLCs specifically, Fla. Stat. §605.0304(1) confirms the limited liability shield, and Florida courts have applied Dania Jai-Alai equally to LLC veil-piercing analysis. Florida statute also lists records the LLC must keep under §605.0410, but does not require minutes — meaning the burden of producing governance documentation is voluntary.
Practically, the second prong (improper conduct) is the high bar. The first prong (alter ego/instrumentality) is the one most often resolved on the documentary record — and that is where governance records do the most work.
Real Cases from Florida
Dania Jai-Alai Palace, Inc. v. Sykes (Fla., 1984)
Standard established — veil NOT pierced
The Florida Supreme Court used this case to set the controlling standard for the state. The court held expressly that the corporate veil cannot be pierced absent a showing of improper conduct — and that, even if a corporation is completely controlled by its owner (the “instrumentality” prong), control alone is insufficient. Improper conduct must be present for piercing to follow. The case did not pierce, but it framed every veil-piercing case Florida courts have decided since.
What governance records would have changed the outcome: The case establishes the standard rather than applying it to specific facts. The takeaway for Florida LLCs is structural: governance records address prong one (separateness) directly. They do not, on their own, defeat a finding of improper conduct — but they make the alter-ego analysis a one-prong fight rather than a three-prong fight.
In re Paul C. Larsen, P.A. (Bankr. M.D. Fla., 2019)
Veil pierced
This is a textbook Florida veil-piercing case. Mr. Larsen used multiple entities as alter egos, raised funds from investors through them, and transferred those funds for personal use. The bankruptcy trustee proved a comprehensive absence of governance: no corporate minutes, no stock book, no director or officer elections, no record-keeping of any kind. The entities were undercapitalized throughout their existence, and liabilities increased while assets did not. The court pierced the veil and held Larsen personally liable for the entities’ debts. The decision was affirmed on appeal in 2021.
What governance records would have changed the outcome: The court’s analysis was driven by the total absence of records. Annual written consents documenting officers and ratifying actions, banking resolutions establishing authorized signers, distribution authorizations for any funds taken from the entities, and documented capital contributions would have established each entity as a separate operating business. The court’s finding that the entities were “mere alter egos” was made possible because there was no documentary record to suggest otherwise.
Geigo Props., LLP v. R.J. Gators Real Estate Grp., Inc. (Fla. 4th DCA, 2003)
Veil NOT pierced
The Fourth District Court of Appeal held that the mere use of a shell corporation to enter into a lease, followed by a breach of that lease through nonpayment, did not constitute the kind of improper conduct required to pierce. Being a shell that cannot pay its debts is not improper conduct under Dania Jai-Alai — ordinary business failure does not satisfy the second prong, even when the entity is thinly capitalized.
What governance records would have changed the outcome: The veil held in this case, which makes it useful for showing what Florida veil piercing does not reach. The case underscores that Florida’s strict standard rewards LLCs that can show they were operating in good faith — even unsuccessfully. Governance records reinforce that picture by documenting the entity’s decisions and showing the LLC was a real operating business, not a sham.
How to Protect Your LLC in Florida
Florida’s strictness is a real benefit to LLC owners — but only when the documentary record supports the “not an instrumentality” argument. The Dania Jai-Alai standard is structurally favorable to defendants, but plaintiffs still try to pile up the first-prong factors: no separate accounts, no minutes, no formal decisions, commingled funds. When those facts pile up, even Florida’s strict standard can be overcome.
The defensive playbook is direct: produce the governance records Florida courts examine. Annual written consents confirming officers and authorizing major decisions. Banking resolutions establishing who can sign. Distribution authorizations for any member draws. Each one is a piece of evidence on the alter-ego prong. Together they reframe the question from “is this an alter ego?” to “is the underlying conduct improper?” — and the second is much harder for plaintiffs to prove.
Without these records, your personal assets are exposed even in Florida — one of the most veil-piercing-resistant jurisdictions in the country. Minutes.llc generates the governance documents Florida courts look for, signs them with a digital corporate seal, hashes them, and stores them in a private offshore jurisdiction.
Not sure if your Operating Agreement covers these protections? Check your Operating Agreement for free at CheckMy.llc — it takes 5 minutes and shows you exactly which provisions are missing.
Frequently Asked Questions
Does Florida require LLCs to keep meeting minutes?
Florida law does not require LLCs to maintain meeting minutes. Fla. Stat. §605.0410 lists records an LLC must keep, but minutes are not among the mandatory items. However, courts examine governance records when veil-piercing claims arise, and the absence of minutes, written consents, or formal resolutions strengthens the alter-ego argument plaintiffs are required to prove under the three-prong Dania Jai-Alai test.
What is the standard for veil piercing in Florida?
Florida applies the three-prong Dania Jai-Alai Palace v. Sykes (1984) test: (1) the entity is a mere instrumentality or alter ego; (2) the entity was used to perpetrate improper conduct or fraudulent purpose; and (3) the improper use caused the plaintiff’s damages. Florida is among the strictest states — the corporate veil cannot be pierced absent a showing of improper conduct, even if the LLC is completely controlled by its owner.
Can a single-member LLC be pierced in Florida?
Yes. Florida applies the same three-prong test to single-member LLCs as to multi-member entities. Sole ownership is not enough — plaintiffs must still show improper conduct and resulting damages. But Florida courts have pierced single-member LLC veils where the sole owner used the entity as a personal vehicle and failed to maintain governance records (see In re Larsen).
What records protect an LLC from veil piercing in Florida?
Florida courts examining the first prong of Dania Jai-Alai look for evidence the entity operated separately from its owner: separate bank accounts with documented banking resolutions, formal minutes or annual written consents, distribution authorizations for member draws, and documented capital contributions. The In re Larsen court cited the absence of these records as a primary factor in piercing — their presence reverses the analysis.
Does Minutes.llc provide legal advice?
No. Minutes.llc is a document automation platform, not a law firm. The information on this page is for informational purposes only and does not constitute legal advice. Veil-piercing outcomes depend on specific facts and circumstances. Consult a licensed Florida attorney for legal questions specific to your situation.
Related reading: All 50 states — veil-piercing guide · The 7 Risks of LLC Veil Piercing · Why Your LLC Needs a Banking Resolution · Governance Glossary
Build the Record Florida’s Strict Standard Rewards
Florida protects LLCs that look like real entities. The Dania Jai-Alai test is hard for plaintiffs to win — but only when your governance record supports that result. One annual written consent. Signed, hashed, stored offshore.
Create Your Record →This page is for informational purposes only and does not constitute legal advice. The cases described are based on publicly available court opinions and legal analyses. Outcomes depend on specific facts and circumstances. Minutes.llc is not a law firm and does not provide legal advice. Consult a licensed attorney for legal questions specific to your situation.