Key Takeaways

  • A PLLC in Florida is a limited liability company formed specifically for licensed professionals (e.g., doctors, lawyers, accountants, architects).
  • Members must hold the same professional license; businesses or unlicensed individuals cannot be members.
  • A PLLC provides liability protection for business debts but not for malpractice—each professional remains personally responsible for their own negligence.
  • Florida law requires PLLCs to include specific naming conventions (e.g., “Professional Limited Liability Company,” “PLLC,” “PL,” or “LC, Chartered”).
  • To form a PLLC, members must file Articles of Organization with the Florida Division of Corporations and include proof of licensure.
  • Key differences from standard LLCs include stricter ownership restrictions, professional licensing requirements, and limits on the types of services offered.
  • PLLCs are taxed like LLCs by default but can elect S corporation or C corporation status for potential tax advantages.
  • Maintaining compliance requires keeping professional licenses current, filing annual reports, and adhering to Chapter 621 of the Florida Statutes.

A Florida professional limited liability company is a type of limited liability company (LLC) with owners that are licensed professionals.

Limited Liability Corporations

An LLC is a hybrid business entity between a partnership and a corporation. Similar to a partnership, an LLC allows the owners, called members, to manage the business in a more flexible manner. However, the benefit of an LLC over a partnership is the limited personal liability. If the business goes bankrupt or has legal action taken against it and is unable to pay its debts, the members aren't held personally responsible for any business debts in an LLC.

Each member is only liable up to the amount they contributed to the LLC. For example, if one member contributed $25,000 to the business at the time it was started, that member may not get that amount back if the business isn't successful but wouldn't be held responsible for any amount beyond what was originally invested.

Benefits of an LLC vs. PLLC in Florida

A traditional LLC in Florida offers flexibility in ownership and management, and members can include individuals, corporations, or other entities. By contrast, a PLLC is restricted to licensed professionals within the same field. While both structures shield owners from business debts, a PLLC’s liability rules are narrower, leaving professionals personally accountable for malpractice.

Key distinctions include:

  • Membership restrictions: LLCs allow nearly any owner type, but PLLCs require all members to be licensed in the profession.
  • Purpose: LLCs may operate any lawful business, whereas PLLCs must render licensed professional services.
  • Naming requirements: PLLCs must follow stricter statutory rules when naming the entity.

These distinctions matter when choosing which structure best fits your business goals.

Professional Limited Liability Companies (PLLC)

The members of a professional LLC (PLLC) must be professionally licensed. In the majority of states, including Florida, members of certain professions can start PLLCs, such as:

  • Architects
  • Attorneys
  • Accountants

When you form a PLLC and register it in Florida, you will have to provide proof of professional licensing for each member. If someone isn't licensed, they won't be able to be a member, nor can a business be a member of a PLLC.

In most states, the PLLC members are still held personally liable for certain legal action. For example, if the members of a PLLC are physicians, a member could still be held personally liable if a patient sued that physician for malpractice. However, only that member would be responsible. The other members in the PLLC wouldn't be reasonable for the other physician's claims.

It is always smart to hold professional liability insurance when operating a PLLC. A PLLC is similar to a traditional LLC in that its members aren't held personally responsible for other types of business debts, aside from malpractice claims, such as the lease cost for an office.

How to Form a PLLC in Florida

To establish a PLLC in Florida, members must:

  1. Confirm licensing: Each member must hold an active Florida license in the relevant profession.
  2. Draft Articles of Organization: File with the Florida Division of Corporations, specifying the professional service offered.
  3. Submit proof of licensure: Provide license verification for all members.
  4. Comply with naming rules: Include required PLLC indicators such as “PLLC,” “PL,” or “LC, Chartered.”
  5. Appoint a registered agent: Florida requires a registered agent with a physical address in the state.
  6. File annual reports: Due by May 1 each year to maintain active status.

Failure to meet licensing or filing requirements can result in administrative dissolution.

Professional Service Corporations and Limited Liability Companies

In the Florida Statutes Title XXXVI Business Organizations, Chapter 621, you'll find the details of the laws that govern the formation and operation of a PLLC and a professional service corporation.

In section 621.03, you'll find detailed definitions of certain terms in these types of business formations. One example is the term “professional service,” which refers to all types of personal services provided to the public and require that the person rendering the service hold some type of license or legal authorization. These personal services are generally provided by:

  • Dentists
  • Certified public accountants
  • Life insurance agents
  • Osteopathic physicians
  • Public accountants
  • Chiropodists
  • Surgeons and physicians
  • Chiropractic physicians
  • Attorneys at law
  • Doctors of medicine
  • Doctors of dentistry
  • Architects
  • Podiatric physicians
  • Veterinarians

Another term you will find in that section of the Florida statutes is “professional corporation,” which refers to any corporation that has been organized under the legal act for the specific and sole purpose of offering professional services. In order to qualify as this type of corporation, the owners or shareholders can only be:

  • Licensed or legally authorized individuals who can provide the same professional services that the corporation provides
  • PLLCs
  • Professional corporations

“Professional limited liability company” is any type of LLC that exists specifically to provide professional services. The members of a PLLC must be professional corporations or professionals who are licensed or otherwise authorized to provide the same services.

Liability Protection in a PLLC

While PLLCs protect members from business debts like leases or vendor contracts, they do not shield professionals from personal malpractice. For example, a physician in a PLLC remains personally liable for their own negligence, but not for another member’s malpractice. This makes professional liability insurance a critical safeguard.

In addition, disciplinary action by state licensing boards can apply directly to members, separate from the PLLC’s liability shield.

Limited Liability Company – General – Florida

When a group of PLLCs, individuals, or professional service corporations are legally authorized to provide certain services, they can organize a PLLC under chapter 608 of the Florida statute. The specific and sole purpose of this PLLC must be to provide the same professional service. A PLLC's name can include any or all of the last names of the members or shareholders, as well as the last names of deceased, retired, or former shareholders of members. It may also be named for its preceding PLLC, partnership, or LLC.

You may choose to include any combination of the names of current, preceding, or deceased shareholders or members in the name of the PLLC. It must also include the words “professional liability company” or an acceptable abbreviation, such as “PL” or “LC,” along with the word “chartered." The law that outlines the required inclusion of these terms in a PLLC name is in section 608.406, line 22.

Tax Treatment of a PLLC in Florida

By default, a PLLC in Florida is taxed as a pass-through entity—income and losses are reported on each member’s personal tax return. However, members may elect for the PLLC to be taxed as an S corporation or C corporation to optimize tax strategy. Choosing S corporation status may reduce self-employment taxes, while C corporation status can provide benefits for retained earnings.

Tax decisions should align with professional goals, income levels, and retirement planning. Consulting a tax advisor is recommended before making elections.

Frequently Asked Questions

  1. Who can form a PLLC in Florida?
    Only licensed professionals in fields like law, medicine, accounting, architecture, and similar regulated services can form a PLLC.
  2. Can a PLLC in Florida have non-professional investors?
    No. All members must be licensed in the profession. Non-licensed individuals or entities cannot own equity in a PLLC.
  3. Does a PLLC protect me from malpractice lawsuits?
    No. You remain personally liable for your own malpractice, though you are protected from liability for another member’s negligence.
  4. How much does it cost to form a PLLC in Florida?
    The state filing fee for Articles of Organization is currently $125, plus potential registered agent fees and professional license verification costs.
  5. Do PLLCs have annual reporting requirements?
    Yes. PLLCs must file an annual report with the Florida Division of Corporations by May 1 each year to remain in good standing.

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