Posted in Asset Protection,Business & Corporate Law

Florida law regulates the ownership of a professional limited liability company or professional corporation in an effort to safeguard the public from adverse interests.  See our prior two Blog Posts (LINK 1) (LINK 2) for more information on professional businesses.  Under Chapter 621 of the Florida Statutes, a professional business’s owners may only be professional limited liability companies, professional corporations, or individuals who are duly licensed or otherwise legally authorized to render the same professional service.[1]  Each owner must be licensed or otherwise legally authorized to conduct the professional service that the entity is organized or incorporated for.  For example, under this provision, a Florida attorney, accountant, and life insurance agent are prohibited from forming and operating a single professional entity. 

Florida law requires a member, officer, shareholder, agent, or employee of a professional corporation or limited liability company organized under Chapter 621 of the Florida Statutes who becomes legally disqualified to render such professional services to sever all employment with and financial interests in the professional entity.[2] Therefore, it is important that the governing documents of an organization grant removal power to the appropriate parties and take into account other measures in the event an owner or others become legally disqualified.

The regulatory requirements of a particular profession provide further information regarding disqualification.  For example, disqualification may result from the death or incapacity of an owner or the voluntary sale of an owner’s interest in the entity.  Other instances of disqualification are less clear but are usually addressed in the regulatory requirements of particular professions.  For instance, Chapter 621 of the Florida Statutes works in conjunction with the Florida Rules of Professional Conduct governing Florida attorneys.

Understanding Chapter 621 of the Florida Statutes as it pertains to a particular profession can be essential to avoiding lengthy litigation, unnecessary costs, and even judicial dissolution.[3]  For more information on the Florida laws that govern your professional entity or the regulatory requirements of a particular professions, seek the advice of a qualified Florida business lawyer.

[1] Section 621.09, Florida Statutes (2014).

[2] Section 621.10, Florida Statutes (2014).

[3] Section 621.10, Florida Statutes, (2014).