Florida Professional Association (PA) Formation

The Professional Corporation

The entity built for licensed practices

License & eligibility check

We confirm your profession is covered by Chapter 621, who can own the entity, and any board or regulatory requirements specific to your license before we file anything.

PA vs. PLLC decision

We weigh the corporate PA against a PLLC based on your tax picture, fringe-benefit goals, number of owners, and how payers or your board expect the practice to be organized.

Formation & charter

We form the entity with the correct §621.12 name, compliant articles, bylaws or an operating agreement, and the ownership and transfer restrictions Chapter 621 requires.

Tax election & structuring

We coordinate the federal tax classification with your CPA - including whether an S-corp election fits - and plan around reasonable compensation, the QBI/SSTB limits, and Florida corporate tax.

Compliance & maintenance

We handle the annual report, registered agent, corporate housekeeping, and ownership changes when a professional joins, leaves, or is disqualified.

A PA is Florida’s professional corporation - a corporation formed by and for licensed professionals under the Professional Service Corporation and Limited Liability Company Act (Chapter 621, Florida Statutes). It lets doctors, lawyers, dentists, accountants, architects, and other licensed practitioners deliver their services through a corporate entity. The name must include "professional association," the abbreviation "P.A.," or the word "chartered" (§621.12).

Only individuals (or professional entities) who are licensed to render the same professional service the PA provides may own shares (§621.09). A passive, non-licensed investor cannot hold equity in a Florida PA. If an owner becomes disqualified - for example, by losing their license - they must promptly divest their interest (§621.10), so ownership always stays in qualified hands.

Both are Chapter 621 professional entities limited to licensed owners, and both leave you personally responsible for your own malpractice. The difference is form: a PA is a corporation (directors, officers, bylaws, default C-corp taxation) while a PLLC is an LLC (operating agreement, fewer formalities, pass-through by default). Many professionals prefer the PLLC for simplicity, while a PA can make sense for certain fringe-benefit planning, corporate formality, or payer/board expectations. The right answer is usually driven by tax planning - which we work through with your CPA.

Not for your own work. Under §621.07 you remain personally liable for negligent or wrongful acts you commit (or that someone under your direct supervision commits). What a PA does provide is the ordinary corporate shield: it protects your personal assets from the practice’s general business debts and, in general, from a co-owner’s malpractice for which you were not responsible. Professional liability insurance, not the entity, is what addresses your own malpractice exposure.

By default a PA is a C corporation: it pays federal corporate income tax at a flat 21% and Florida corporate income tax (5.5%) on Florida net income, and distributions to owners can be taxed again as dividends. (Before 2018, qualified personal service corporations faced a flat 35% rate; the Tax Cuts and Jobs Act replaced that with the 21% rate.) Many practices instead elect S-corporation treatment so income passes through to the owners and is taxed once - Florida generally does not impose its corporate income tax on S-corporations. Each option has trade-offs around payroll, fringe benefits, and the QBI deduction, so we coordinate the choice with your CPA.

Often, but not always. An S-corp election avoids the C-corp’s double taxation and lets a profitable practice split reasonable salary from distributions, which can reduce payroll-tax exposure - while Florida generally exempts S-corps from its corporate income tax. The catch: you must pay yourself reasonable compensation, and professional practices are "specified service trades or businesses," so the 20% qualified business income (QBI) deduction under §199A phases out at higher incomes (above roughly $197,300 single / $394,600 married for 2025, adjusted annually). C-corp status can still win where fringe-benefit planning or retained earnings matter. This is a CPA-coordinated decision.