Florida’s Statutes on Professional Corporations

Florida's statutes on professional corporations provide a comprehensive legal framework for professionals seeking to form a corporation in the state. These regulations are critical for individuals in professions such as law, medicine, and accounting, among others, allowing them to limit their personal liability while adhering to the ethical standards of their fields.

Under Florida law, a professional corporation is defined as a corporation formed by licensed professionals to provide professional services. The governing statute for these entities can be found in Chapter 621 of the Florida Statutes. This chapter outlines the formation, management, and operational guidelines specific to professional corporations.

One of the primary requirements for establishing a professional corporation in Florida is that all shareholders, directors, and officers must be licensed to provide the professional services for which the corporation is organized. This provision ensures that the entity maintains a standard of professionalism and ethical practice, consistent with the regulations governing the respective professions.

To form a professional corporation, the prospective owners must file Articles of Incorporation with the Florida Department of State. This document must include specific information such as the name of the corporation, which must include "Professional Corporation" or "P.A." (Professional Association) as part of its official name. Additionally, the Articles must specify the professional services that the corporation will provide.

Florida statutes also require that professional corporations maintain compliance with the regulations set forth by the respective licensing boards. These regulatory bodies oversee the professional conduct and qualifications of licensed individuals, ensuring that the professionals adhere to state standards.

Another essential aspect of Florida’s legislation on professional corporations involves the limitations on liability. While forming a professional corporation can protect personal assets from business liabilities, it is critical to note that professionals can still be held liable for their own malpractice or negligence. Therefore, practicing professionals must ensure they adhere to the highest standards of care in their work.

Additionally, Florida law permits professional corporations to operate as limited liability companies (LLCs), providing an alternative structure that may provide greater flexibility in management and tax treatment. Professionals considering this option should evaluate their specific needs and consult with legal and financial advisors to make informed decisions.

Ongoing compliance with Florida’s statutes is vital for maintaining the corporation's good standing. This includes filing annual reports, maintaining proper corporate records, and adhering to any professional licensing requirements. Failure to comply with these regulations can result in penalties, fines, or even the dissolution of the corporation.

In summary, Florida's statutes on professional corporations serve to regulate the formation and operation of these entities, ensuring that licensed professionals work within a framework that emphasizes accountability and ethical standards. For professionals looking to establish a professional corporation in Florida, understanding and adhering to these regulations is essential for the successful operation of their business while protecting their personal assets.