Forming a Professional Corporation in Florida
Comprehensive guide to establishing a professional corporation in Florida for licensed experts seeking liability protection and tax benefits.
Professional corporations offer licensed individuals in Florida a structured way to deliver services while gaining limited liability protection. These entities are tailored for fields requiring state licensure, blending corporate benefits with regulatory compliance.
Understanding Professional Corporations in Florida
A professional corporation, often called a professional services corporation, enables practitioners like doctors, lawyers, accountants, and veterinarians to operate under a corporate umbrella. Governed by Florida’s Professional Service Corporation and Limited Liability Company Act (Fla. Stat. § 621), these entities limit owner liability to corporate debts but not personal professional negligence.
Unlike standard corporations, professional corporations restrict ownership to licensed professionals in the same field. This ensures the entity aligns strictly with providing designated professional services. Florida recognizes professional services as any licensed personal service, spanning health care, legal practice, engineering, architecture, and more.
- Licensed physicians and surgeons
- Attorneys and legal consultants
- Certified public accountants
- Architects and engineers
- Veterinarians and dental professionals
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Forming one requires adherence to specific statutes, distinguishing it from general profit corporations under Florida Statutes Chapter 607.
Eligibility and Ownership Rules
Only individuals holding valid Florida licenses for the specific profession or other professional entities offering identical services can own shares. All shareholders must share the same professional qualification—no mixing professions like law and medicine.
Shares cannot be transferred to unlicensed persons; sales are limited to qualified professionals or entities. This maintains the corporation’s professional integrity. Non-practicing shareholders are allowed, provided licensed employees or agents deliver the services.
| Aspect | Requirement |
|---|---|
| Shareholder Qualifications | Licensed in the same profession or professional entity |
| Transfer Restrictions | Only to licensed individuals/entities |
| Employee Rules | Licensed professionals must perform services |
Selecting and Reserving a Compliant Business Name
The name is foundational. It must incorporate “chartered,” “professional association,” or “P.A.” to signal its status. Including shareholder surnames—even retired or deceased—is permitted and common.
Prohibited are terms implying general corporate status, like “Inc.” or “Corporation,” unless fitting the professional designation. Verify availability via the Florida Division of Corporations’ Sunbiz.org database to avoid conflicts.
- Check Sunbiz.org for uniqueness
- Include mandatory designators: Chartered, Professional Association, or P.A.
- Avoid misleading corporate abbreviations
Once selected, reserve the name online for 120 days for a nominal fee, providing formation flexibility.
Appointing a Registered Agent
Florida mandates a registered agent—a physical Florida address recipient for legal documents. This can be an owner, employee, or third-party service, available during business hours.
The agent’s role is critical for compliance; failure risks administrative dissolution. Many opt for professional services for reliability.
Structuring Shares and Preparing Formation Documents
Decide on authorized shares and classes (e.g., common voting shares). Professional corporations often issue to multiple shareholders, reflecting ownership stakes.
Articles of Incorporation demand precise details: name, principal address, registered agent info, service purpose, share structure, and incorporator signatures. Download the Profit Corporation form from Sunbiz.org.
Filing costs $70 (as of 2023), submittable online or by mail to the Division of Corporations. E-filing accelerates approval, typically 1-5 days.
Post-Filing Organizational Steps
After approval, convene an organizational meeting. Adopt bylaws, elect directors/officers, appoint a registered agent if changed, and authorize stock issuance.
Bylaws outline governance: meeting protocols, officer duties, and share transfer rules aligned with professional restrictions. Record minutes meticulously.
Issuing Stock and Obtaining EIN
Issue stock certificates to shareholders, documenting transactions. Comply with securities exemptions for private offerings.
Secure an Employer Identification Number (EIN) from the IRS—essential for banking, taxes, and hiring. Apply free online via IRS.gov.
Tax Elections and Compliance
Professional corporations default to C-corp taxation but can elect S-corp status via IRS Form 2553 for pass-through taxation, ideal for smaller groups. Florida imposes no state income tax on corporations, but federal rules apply.
Register for state taxes if collecting sales tax or employing staff. Obtain profession-specific licenses from regulatory boards.
Ongoing Obligations and Annual Renewals
Annually renew via Sunbiz.org by May 1, fee $138.75. File federal tax returns, maintain bylaws, hold meetings, and keep records.
- Annual report filing
- Board/regulatory compliance
- Updated shareholder records
Professional LLC Alternative
Florida permits Professional LLCs (PLLCs) with “PLLC” or “P.L.L.C.” in the name. Similar ownership rules apply, offering pass-through taxation by default.
| Feature | Professional Corporation | Professional LLC |
|---|---|---|
| Name Requirement | Chartered, P.A. | |
| Tax Default | C-Corp | |
| Management | Board/Directors |
Frequently Asked Questions
Who can form a professional corporation in Florida?
Licensed professionals or entities providing the same service; all owners must qualify in the specific field.
What fees are involved in formation?
$70 for articles; annual renewal $138.75; optional reservations ~$25-$35.
Can non-professionals own shares?
No, ownership is restricted to licensed individuals or qualified professional entities.
How long does approval take?
Online filings process in 1-5 business days.
Are bylaws mandatory?
Not filed with state but essential for internal governance and compliance.
Benefits and Considerations
Key advantages include liability shielding for business debts, perpetual existence, and tax flexibility. However, professional malpractice liability persists personally. Consult attorneys and accountants for tailored advice.
With proper setup, a Florida professional corporation fosters growth while safeguarding assets. Stay vigilant on regulatory updates via Sunbiz and professional boards.
References
- Florida Corporation Requirements Guide — Wolters Kluwer. 2023. https://www.wolterskluwer.com/en/solutions/bizfilings/state-guides/florida-incorporation-requirements
- Florida Professional Association — LLC Attorney. 2023. https://llcattorney.com/states/fl/professional-association-florida
- State-By-State Requirements for Professional Entities — Northwest Registered Agent. 2023. https://www.northwestregisteredagent.com/start-a-business/professional-entity-requirements
- Forming a Professional Corporation in Florida — Nolo. 2023-10-01. https://www.nolo.com/legal-encyclopedia/how-form-professional-corporation-florida.html
- Instructions for Articles of Incorporation (FL Profit) — Florida Department of State. 2025. https://dos.fl.gov/sunbiz/start-business/efile/fl-profit-corporation/instructions/
- Florida Statutes § 621.12 — Florida Legislature. 2025. https://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0621/Sections/0621.12.html
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