If you hold (or are considering holding) a Florida contractor license as a qualifying agent for someone else’s company, you are stepping into a role with real exposure. On paper, the business may be the “contractor,” but when problems arise, the State of Florida and third parties often look to the qualifier—especially where supervision, permitting, contracting activity, and compliance are involved.
That’s why a properly drafted qualifier arrangement should include strong indemnification provisions—not only from the company, but also from the individuals who own and control it.
(Indemnification can be included within the qualifier agreement itself, or documented in a separate indemnification agreement—often to allow additional parties, like owners/officers, to sign personally. Either approach can work. The key is that the protection exists and is enforceable.)
Your DBPR Duties Are Non-Delegable—So You Need Contractual Financial Protection
As a qualifier, you take on statutory and regulatory duties owed to the DBPR and the applicable licensing board. The practical reality is that many of those responsibilities are non-delegable—meaning:
- Even if the company promises to handle day-to-day compliance, you can still face licensing discipline if the business operates outside the rules.
- A contract clause saying “the company is responsible” does not stop DBPR from holding the qualifier accountable.
Indemnification doesn’t “transfer” your licensing obligations to the company. What it does is protect you from being financially crushed if the company’s conduct triggers a complaint, investigation, or disciplinary proceeding.
Third-Party Claims: Where the Real Financial Exposure Shows Up
Separate from DBPR compliance, qualifiers need to think about the risk of third-party claims—lawsuits or demands brought by owners, customers, vendors, subcontractors, employees, or insurers.
When a project goes bad, claimants often sue everyone they can identify as connected to the contracting operation. Depending on the facts, that may include claims that try to pin responsibility on the qualifier for:
- alleged lack of supervision
- permitting/licensing representations
- defective work, property damage, or safety issues
- insurance disputes or coverage denials
Even if you did nothing wrong, the cost to defend can be significant—especially if the company is not financially stable.
The “Last Man Standing” Risk: When the Company Shuts Down or Files Bankruptcy
Here’s the scenario every qualifier should plan for:
A claim hits → the company runs out of cash → ownership closes the entity, transfers assets, or files bankruptcy → and suddenly you are the only remaining target with a license, a name, and perceived collectability.
This is where company-only indemnification often fails in the real world. If the business is insolvent or disappears, your “indemnity” becomes a paper promise.
That’s why indemnification must come from the company and the individual owners/officers personally. If the owners benefited from your license, they should not be able to walk away and leave you holding defense costs and exposure.
Why Owner/Officer Personal Indemnification Matters
A qualifier agreement that only binds the company can be inadequate because:
- Entities can become judgment-proof quickly
A company can dissolve, transfer assets, or be administratively dissolved. That doesn’t eliminate claims—it just eliminates your practical ability to recover from the entity. - Bankruptcy can prevent meaningful recovery
Even if you have a valid claim for reimbursement, collecting from a bankrupt entity can be slow, uncertain, or impossible. - The decision-makers should share the risk
Owners and officers control staffing, project selection, budgeting, supervision structure, insurance decisions, and compliance culture. If their choices create risk, the agreement should require them to stand behind you personally.
What the Indemnification Should Cover
Indemnification isn’t just a “nice clause.” It should be drafted to match the problems qualifiers actually face.
1) Claims, demands, and lawsuits by third parties
The indemnity should cover claims arising out of the company’s contracting operations during the qualifying period, including allegations involving licensing, supervision, defective work, property damage, safety incidents, and payment disputes.
2) DBPR and administrative defense costs
Even though DBPR duties are non-delegable, indemnification should cover the financial impact of responding to complaints and investigations, including:
- attorney’s fees
- expert fees
- costs of compliance, document production, and responses
3) Defense obligations, not just reimbursement
If indemnification only reimburses later, it may be useless when you need help immediately. Strong protection typically includes a duty to defend or to pay defense costs as incurred.
4) Survival after termination
Claims often arise after the relationship ends. The agreement should clearly state that indemnity obligations survive termination for work performed or contracts entered during the qualifying period.
Bottom Line
Qualifying a company in Florida can be a legitimate business arrangement—but it should never be treated casually. Your licensing obligations to DBPR are non-delegable, and third-party claims can create serious financial exposure. The “last man standing” risk is real when ownership shuts the company down or files bankruptcy.
That’s why qualifiers should insist on indemnification that is enforceable, broad enough to cover real-world claims, and backed not only by the company, but also by the individual owners/officers who control the business.
Disclaimer
This article is for general informational purposes and is not legal advice. Qualifier relationships are fact-specific and should be documented carefully.