If you are a licensed professional in Florida - a physician, attorney, CPA, architect, engineer, or other state-licensed practitioner - you cannot use a standard LLC for your practice. Florida law requires licensed professionals to form a Professional Limited Liability Company (PLLC), governed by both Chapter 605 and Florida Statute Section 621.05. This requirement exists in Tampa Bay and throughout the state, and the consequences of using the wrong entity type can include rejection by the Division of Corporations, regulatory violations, and personal exposure you thought you had covered.
This guide explains who must form a PLLC, how the formation process works, what Chapter 621 requires, and the critical differences in liability protection between a PLLC and a standard LLC.
What Is a Professional LLC (PLLC)?
A PLLC is a special type of limited liability company authorized under Florida Statute Section 621.05 for individuals who hold a state-issued professional license and wish to provide those licensed services through an LLC. The PLLC is governed by both the Florida Revised LLC Act (Chapter 605) and the Professional Service Corporations Act (Chapter 621).
The distinguishing features of a PLLC:
- Can only be formed by and provide services through licensed professionals
- The name must include "PLLC," "P.L.L.C.," or "Professional Limited Liability Company"
- The Articles of Organization must state that the company will render professional services and identify the specific profession
- All members must hold the required professional license for the services rendered
- Subject to oversight from the relevant professional licensing board in addition to the Division of Corporations
Who Must Form a PLLC in Florida?
You must form a PLLC (rather than a standard LLC) if your services require a license issued by a Florida regulatory board and the applicable statute requires professional entity formation. Common professions that must use a PLLC include:
- Physicians, surgeons, dentists, and other licensed healthcare providers
- Attorneys and law firms
- Certified Public Accountants (CPAs)
- Architects and landscape architects
- Professional engineers
- Veterinarians
- Chiropractors, optometrists, and psychologists
- Clinical social workers and mental health counselors
If your profession is licensed by the Florida Department of Business and Professional Regulation (DBPR) or another Florida regulatory agency, and the relevant statutes require use of a professional entity, a PLLC is the correct structure. When in doubt, check your licensing board's requirements or consult with a Florida business attorney.
PLLC vs Standard LLC - Key Differences
| Feature | Standard LLC | PLLC | |
|---|---|---|---|
| Governing law | Chapter 605 only | Chapter 605 + Section 621.05 | |
| Who can form it | Any person or entity | Licensed professionals only | |
| Who can be a member | Anyone | Only holders of the required professional license | |
| Name requirement | Must include LLC or L.L.C. | Must include PLLC, P.L.L.C., or Professional LLC | |
| Licensing board approval | Not required | May be required depending on profession | |
| Liability for own malpractice | Protected from general business debts | NOT protected - personal liability for your own malpractice | |
| Liability for other members' malpractice | N/A | Protected - not personally liable for co-members' malpractice | |
| Annual report fee | $138.75 | $138.75 (same) | |
| Filing fee (Articles) | $125 | $125 (same) |
The Liability Difference: What a PLLC Does and Does Not Cover
This is the most important distinction for licensed professionals to understand, and the one most often misunderstood.
What a PLLC Protects
A PLLC provides the same protection as a standard LLC for general business liabilities - business debts, lease obligations, contract breaches by the entity, and general tort claims against the business. In a multi-member PLLC, it also protects each member from personal liability for a co-member's professional malpractice. If Dr. Smith and Dr. Jones practice together in a PLLC and Dr. Smith commits malpractice, Dr. Jones is not personally liable for Dr. Smith's error.
What a PLLC Does NOT Protect
A PLLC does not protect you from personal liability for your own professional malpractice. If you commit negligence in the practice of your profession, you remain personally liable for those claims - a PLLC does not shield that.
A PLLC does not replace professional liability (malpractice) insurance. Regardless of your entity structure, you should carry appropriate malpractice coverage. The PLLC protects your co-members from your mistakes - not you from your own.
How to Form a PLLC in Florida - Step by Step
Step 1 - Confirm Your Profession Requires a PLLC
Review your professional licensing statute and your board's rules. If the statute specifically requires the use of a PLLC or professional corporation for the practice of your profession, a standard LLC will not suffice.
Step 2 - Choose a Compliant Name
Your PLLC name must include "PLLC," "P.L.L.C.," or "Professional Limited Liability Company." Check availability at Sunbiz.org. Many professionals incorporate their own name or the practice name for branding - for example, "Smith Dental Care PLLC."
Step 3 - Designate a Florida Registered Agent
Same requirement as a standard LLC: a registered agent with a physical Florida street address, available during regular business hours to receive service of process.
Step 4 - File Articles of Organization
File with the Florida Division of Corporations at Sunbiz.org. The filing fee is $125. The PLLC's Articles of Organization must include a statement that the company will render professional services and identify the specific type of professional service (e.g., "the practice of medicine").
Step 5 - Obtain Licensing Board Approval if Required
Some Florida licensing boards require that you notify them or obtain approval before your PLLC can begin practicing. For example, law firm PLLCs must comply with the Florida Bar's rules for law firm names and registration. Medical practice PLLCs may need to notify the Florida Department of Health. Check with your specific licensing board.
Step 6 - Draft an Operating Agreement
The PLLC's operating agreement should address the professional licensing requirements specifically: what happens if a member loses their license, how to handle the departure of a licensed professional, and what the admission requirements are for new members (who must also be licensed in the applicable profession).
Step 7 - Obtain an EIN and Open a Business Account
Obtain an EIN from IRS.gov (free, immediate online) and open a dedicated business bank account in the PLLC's name.
Chapter 621 - The Florida Professional Service Corporations Act
Chapter 621 of the Florida Statutes governs professional service corporations and professional LLCs. Key provisions relevant to PLLC formation include:
- Section 621.05: Authorizes the formation of PLLCs and sets out the requirements for licensed professional services
- Section 621.06: Restricts membership in a PLLC to individuals licensed in the applicable profession (with limited exceptions for estates of deceased members)
- Section 621.07: Governs the liability of PLLC members - specifically that personal liability for professional negligence is not eliminated by PLLC formation
- Section 621.08: Requires compliance with the regulations of the applicable licensing board
Forming a Professional LLC in Tampa Bay?
FL Patel Law helps licensed professionals throughout Tampa, St. Petersburg, and the Tampa Bay area form PLLCs with operating agreements tailored to their profession and licensing board requirements. We offer flat-fee and hourly options. Call (727) 279-5037 to schedule a consultation.
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