RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
The entity reserved for licensed professionals in Florida: physicians, dentists, public accountants, architects, veterinarians and attorneys, among others. We form your Professional Association or Professional Limited Liability Company in line with the three hard rules of Chapter 621.
This is the idea that makes everything else click, and almost no one explains it well.
A corporation formed under Chapter 607 like any other, but also subject to the restrictions of Chapter 621 (§621.05).
An LLC formed under Chapter 605, with those same restrictions layered on top (§621.051).
Section 621.13 spells it out: Chapters 607 and 605 apply to these entities except where they conflict with Chapter 621, and in that case Chapter 621 controls. That’s why a PA inherits the mechanics of a corporation (shares, directors, bylaws, Annual Report) and a PLLC inherits those of an LLC (Operating Agreement, members, managers), yet both carry limits the others don’t have.
Only someone who is duly licensed or legally authorized to provide that service. Section 621.03(1) defines “professional service” as any personal service to the public that requires a license as a condition precedent to providing it.
The statute itself lists examples, and the list is not exhaustive. If your profession is on it, this is your entity:
If you aren’t licensed in Florida, this isn’t your entity. We’ll tell you before we charge you anything: what you need is an LLC or a regular corporation.
The entity is formed “for the sole and specific purpose” of providing that specific professional service, and no other (§621.05 and §621.051).
Shares or membership interests can only be held by professionals in the same specialty, or by other PAs or PLLCs in that specialty (§621.09).
The name must include “chartered,” “professional association,” “P.A.” or, where applicable, “PLLC” (§621.12).
These two restrictions derail more plans than any others, so it pays to know them before you form the entity, not after.
Section 621.09(1) prohibits issuing shares to anyone other than another PA, another PLLC or an individual licensed to provide the same specific service. An unlicensed investor can’t come in. This is the most important difference from a regular corporation.
The same §621.09 prohibits shareholders from entering into voting trusts or any agreement that hands the exercise of their voting rights to someone else. The law wants the professional to be the one making decisions.
Section 621.06 bars the entity from providing the professional service except through duly licensed members, officers, employees and agents.
The same section makes clear that clerks, secretaries, bookkeepers, technicians and other assistants who are not customarily considered providers of the professional service are not included in that count. You can have unlicensed staff.
Section 621.12 requires the entity’s name to contain a specific designation. It’s not a style suggestion; it’s a legal requirement, and getting it wrong means redoing the filing.
The name may also include the surnames of some or all of the shareholders or members, and even those of retired or deceased members of the entity or its predecessor.
PLLCs formed before January 1, 2014 may also use “professional limited company,” “P.L.” or “PL.”
First things first: what license you hold, in which state and for which service. That tells us whether this entity fits you and who can be a partner.
A PA built on a corporation or a PLLC built on an LLC. The internal governance changes (bylaws versus Operating Agreement), and so do the day-to-day mechanics.
We check availability and make sure the required designation is right, which is where most filings fail.
We appoint a registered agent with a physical address in Florida and written acceptance, and file the articles with the Department of State.
Bylaws for a PA, an Operating Agreement for a PLLC, with the ownership restrictions of §621.09 set out in writing.
EIN, bank account and the Annual Report required for its underlying entity type.
Section 621.13(3) covers exactly that case: a PA or PLLC can change its purpose to any other lawful purpose by amending its articles under Chapter 607 or 605, as applicable. But note: once the Department of State accepts that amendment, the entity leaves Chapter 621, and with it the right to practice the profession through that company. It’s not a step to take lightly.
Everything above comes from Chapter 621 of the Florida Statutes, checked against the official text.
A “professional service” is one that requires a license as a condition precedent to providing it.
A PA is organized under Chapter 607 for the sole purpose of providing that service.
A PLLC is organized under Chapter 605 for the same sole purpose.
Only licensed professionals provide the service; support staff are expressly left out of that count.
Shares or membership interests can only be held by professionals in the same specialty. No voting agreements.
The name must contain “chartered,” “P.A.” or, where applicable, “PLLC.”
It is a corporation formed under Chapter 607 of the Florida Statutes that is also subject to the restrictions of Chapter 621, for the sole and specific purpose of providing a professional service that requires a license (§621.05).
The same thing, built on an LLC: it is organized under Chapter 605 with the Chapter 621 restrictions layered on top (§621.051). The internal governance changes (an Operating Agreement instead of bylaws), but the professional limits are the same.
Section 621.03(1) defines a professional service as one that requires a license as a condition precedent, and lists as examples certified public accountants, physicians and surgeons, dentists, chiropractors, osteopathic physicians, podiatrists, architects, veterinarians, attorneys and life insurance agents, among others.
No. The whole entity rests on being duly licensed or legally authorized to provide that service. If that isn’t your situation, the path is an LLC or a regular corporation, and we’ll tell you so from the start.
No. Section 621.09 prohibits issuing shares to, or admitting as members, anyone other than another PA, another PLLC or an individual licensed to provide the same specific service. It’s the restriction that derails the most plans, which is why we explain it before forming the entity.
No. Section 621.09 expressly prohibits voting trusts and any agreement that hands the exercise of a shareholder’s or member’s voting rights to another person.
Yes. Section 621.06 requires the professional service to be provided through licensed individuals, but it makes clear that clerks, secretaries, bookkeepers, technicians and other assistants who do not customarily provide the professional service to the public are not included in that count.
Yes. Section 621.12 requires the name to contain the word “chartered” or, as applicable, “professional association,” “P.A.” or “PA”; and for PLLCs formed on or after January 1, 2014, “professional limited liability company,” “P.L.L.C.” or “PLLC,” in place of “LLC.”
Yes. Section 621.12(1) allows the name to contain the surnames of some or all of the shareholders or members, and even those of former members of the entity or its predecessor who have retired or died.
Section 621.13(3) allows you to amend the articles to change the purpose to any other lawful purpose. However, once the Department of State accepts the amendment, the entity falls outside Chapter 621 and loses the right to practice the profession through that company.
Yes. Section 621.13 defers to Chapters 607 and 605 on everything that doesn’t contradict Chapter 621, so the annual obligations are those of its base entity: a corporation’s for a PA and an LLC’s for a PLLC.
We explain what each legal base involves and what restrictions Chapter 621 brings, so you can make an informed decision. Choosing the right entity for a specific case is the practice of law and belongs to a licensed Florida attorney.
Tell us what profession you practice and what license you hold. If a PA or PLLC isn’t right for you, we’ll explain which entities are open to you and what each involves.
or call us at +1 (305) 647-3000 · Monday through Friday
175 SW 7th St, Suite 1905 · Miami, Florida 33130
The entity for people who don’t practice a licensed profession.
A share-based structure with directors and bylaws.
Foundations, associations and religious ministries.
EIN, registered agent, bank account and Annual Report.
