A Florida professional association is a corporation organized under Chapter 621 of the Florida Statutes by one or more licensed professionals for the sole purpose of delivering a specific licensed service. The Florida professional association requirements cover who can own it, what it can be named, how shares can move, what liability it does and does not shield, and what filings keep it alive with the state. Miss the wrong one and you can lose the entity’s right to practice or find yourself personally on the hook.
Who Can Form a PA and For What Purpose
Chapter 621 defines a “professional service” as any personal service that requires a license or other legal authorization before it can be offered to the public. The statute names certified public accountants, physicians, dentists, osteopathic physicians, chiropractors, podiatrists, architects, veterinarians, attorneys, and life insurance agents as examples, and other licensed professions can qualify as well.1Florida Senate. Florida Code 621.03 – Definitions
The single-service rule runs through the whole chapter. Every shareholder in a professional corporation, and every member of a professional LLC, must be licensed to provide the same professional service the entity was organized to deliver.1Florida Senate. Florida Code 621.03 – Definitions A law firm PA cannot offer accounting services. A medical practice cannot add architectural consulting. The entity does one licensed thing, and everyone who owns a piece of it holds the license for that thing.
How to Form the PA
Formation starts with Articles of Incorporation filed with the Florida Department of State. One or more individuals, professional corporations, or professional LLCs — all licensed to render the same service — can incorporate under Chapter 607 (Florida’s Business Corporation Act) for the specific purpose of delivering that service.2Florida Senate. Florida Code 621.05 – Corporation Organization The articles must identify the professional service the entity will provide and confirm formation under Chapter 621.
The name is not a free choice. A professional corporation’s name must include the word “chartered,” the words “professional association,” or the abbreviation “P.A.” It can incorporate the last names of current, retired, or deceased shareholders. It cannot include “company,” “corporation,” “incorporated,” or any similar term that suggests a general business corporation.3Florida Senate. Florida Code 621.12 – Identification With Individual Shareholders or Individual Members A PA can operate under a fictitious name that drops the “P.A.” designation, but only after registering that name the way Florida requires for fictitious name registrations.
After the Department of State approves the incorporation, the PA needs a Federal Employer Identification Number from the IRS and may need to register with the Florida Department of Revenue for corporate income tax. Licensing boards often require proof of proper organization before the entity can practice. The Florida Bar, for instance, requires that all owners of a law firm PA be licensed Florida attorneys in good standing.
Who Can Own Shares
Ownership is tightly restricted. A professional corporation can only issue stock to individuals licensed to perform the same professional service, or to other professional corporations or professional LLCs that are similarly licensed. Shareholders cannot enter voting trusts or any arrangement that would give an unlicensed person authority to exercise voting power over their shares.4Florida Senate. Florida Code 621.09 – Limitation on Issuance and Transfer of Ownership
These same restrictions apply on the way out. A departing shareholder can only sell to another licensed professional in the same field or to a qualifying professional entity. That is where many PAs stumble. If a shareholder dies, retires, or loses their license, the remaining owners need a plan for buying back or transferring those shares to an eligible person. A shareholder agreement covering buyout terms, valuation, and timelines is close to essential. Without one, the entity can drift out of Chapter 621 compliance while it scrambles to fix the ownership problem.
What Liability the PA Actually Shields
This is the piece most professionals care about, and it is narrower than many expect. Chapter 621 does not create a blanket shield against malpractice claims. It narrows individual exposure while preserving full accountability for your own professional conduct.
Each officer, agent, member, or employee of the PA is personally liable only for their own negligent or wrongful acts, and for acts committed by someone under their direct supervision and control, while rendering professional services on behalf of the entity.5Florida Senate. Florida Code 621.07 – Liability of Officers, Agents, Employees, Shareholders, Members, and Corporation or Limited Liability Company If a partner across the hall commits malpractice and you had no supervisory role, you are not personally liable for that claim. Protection from vicarious liability for other shareholders’ mistakes is the core benefit of the structure.
Shareholder liability for ordinary business debts follows the same rules as any Florida corporation under Chapter 607. The corporate veil protects shareholders from the PA’s general creditors as long as the entity observes corporate formalities.
The PA itself is liable up to the full value of its assets for the negligent or wrongful acts of any officer, agent, or employee committed while rendering professional services on the entity’s behalf.5Florida Senate. Florida Code 621.07 – Liability of Officers, Agents, Employees, Shareholders, Members, and Corporation or Limited Liability Company Chapter 621 also explicitly leaves untouched the existing law governing the professional relationship between the person providing services and the client receiving them. Professional standards and duties of care remain fully intact. Most PAs carry professional liability insurance on top of the structural protection the entity provides.
Corporate Governance Rules That Still Apply
A PA is not carved out of ordinary corporate law. Chapter 607 applies to professional corporations in full, except where a provision in Chapter 621 conflicts. When there is a conflict, Chapter 621 controls.6The Florida Legislature. Florida Code 621.13 – Applicability of Chapters 605 and 607 Chapter 605 plays the same role for professional LLCs.
In practice, a PA must appoint and maintain a registered agent, hold required meetings, keep minutes, and file with the Department of State. The Chapter 621 overlay adds the licensing and ownership restrictions above; day-to-day governance follows the general corporate framework. A PA that wants to abandon its professional purpose can amend its articles under Chapter 607, but doing so removes it from Chapter 621 entirely, including the right to practice through the entity.
Annual Filings, Fees, and Deadlines
Every PA must file an annual report with the Florida Department of State between January 1 and May 1 of each year. The report updates the entity’s name, principal office address, federal employer identification number, and the names and addresses of its directors and officers.7Justia Law. Florida Code 607.1622 – Annual Report for Department The filing fee for a for-profit corporation is $150.8Division of Corporations – Florida Department of State. Fees
Miss May 1 and a $400 late fee is added, bringing the total to $550.9Division of Corporations – Florida Department of State. File Annual Report The harder deadline comes later. If the PA still has not filed by 5 p.m. Eastern Time on the third Friday in September, the Department of State can administratively dissolve it.10Justia Law. Florida Code 607.1420 – Administrative Dissolution Failing to maintain a registered agent or to pay required fees can also trigger administrative dissolution.
On taxes, Florida has no personal income tax, but a PA structured as a C corporation is subject to Florida corporate income tax at 5.5% on taxable income.11Florida Department of Revenue. Florida Corporate Income Tax Owners who want to avoid the double taxation of C corp treatment can elect S corporation status by filing IRS Form 2553, which for a calendar-year PA means filing by March 15 of the year the election takes effect. If the PA has employees, it must also register for Florida reemployment tax and remit federal payroll taxes.
Individual license renewals sit alongside all of this. Boards set their own annual or biennial renewal schedules and continuing education requirements. If a shareholder lets a license lapse, the PA falls out of compliance with Chapter 621’s ownership rules and the whole entity is exposed.
When Compliance Slips
Two separate enforcement tracks apply. The Department of State handles corporate filing failures. Individual licensing boards — the Florida Bar for attorneys, the Board of Medicine for physicians, the Board of Accountancy for CPAs, and others — handle professional discipline. A PA can face problems on both fronts at once.
Licensing boards can discipline individual professionals for a range of misconduct, including fraudulent representations, rule violations, license action in another jurisdiction, failing to report known violations by other licensees, and aiding unlicensed practice.12Florida Senate. Florida Code 455.227 – Grounds for Discipline, Penalties, Enforcement Penalties range from fines and mandatory education to suspension or permanent revocation. When a board disciplines a shareholder, the fallout reaches the PA, because that person may no longer qualify as a licensed owner.
If a PA operates with unlicensed shareholders or provides services outside its authorized scope, the state can seek injunctive relief to stop operations.
Closing the PA or Bringing It Back
A PA that ceases operations should formally dissolve to cut off lingering obligations. If the PA has never issued shares, a majority of incorporators or directors can dissolve it by filing Articles of Dissolution confirming that no shares were issued and no debts remain unpaid.13Florida Senate. Florida Code 607.1401 – Dissolution by Incorporators or Directors An active PA with shareholders needs a formal resolution approved by the shareholders, followed by Articles of Dissolution filed with the Department of State.14Florida Department of State. E-File Articles of Dissolution Debts should be settled and creditors notified before filing. Unresolved liabilities can expose shareholders to personal claims even after dissolution.
Administrative dissolution is not necessarily the end. A dissolved PA can apply for reinstatement at any time by submitting all overdue fees and penalties along with a reinstatement application signed by both the registered agent and an officer or director. There is no statutory deadline for seeking reinstatement. When granted, reinstatement relates back to the date of dissolution and the corporation is treated as though the dissolution never occurred, though the rights of anyone who acted in reliance on the dissolution before learning of the reinstatement are protected. If another entity has claimed the dissolved PA’s name in the meantime, the PA must amend its articles to adopt a new name before reinstatement can proceed.15Florida Senate. Florida Code 607.1422 – Reinstatement Following Administrative Dissolution
Professional licensing boards can also seek judicial dissolution for ongoing fraud or unlicensed operations, and courts may order dissolution in shareholder disputes where the PA can no longer function.