Florida Professional LLC

A Florida professional limited liability company is an LLC organized under Chapter 621 to render licensed professional services. Doctors, attorneys, accountants, architects, dentists, and other professionals who must hold a state license to practice are required to use either a professional LLC (PLLC) or a professional association (PA) rather than a standard LLC. Chapter 621 imposes ownership restrictions, naming requirements, and liability rules that differ from ordinary LLC statutes.

The most important distinction for asset protection is that a PLLC does not shield a professional from personal malpractice liability. Each member remains personally liable for negligent or wrongful acts committed by that member or by anyone under that member’s direct supervision. The entity protects members from the malpractice of co-members they do not supervise and shields personal assets from business debts like lease obligations, vendor contracts, and equipment financing.

PLLC Formation Requirements

All members of a professional LLC must be licensed or otherwise legally authorized to render the same professional service. A PLLC formed to provide medical services must have only licensed physicians as members. A PLLC formed for legal services must have only licensed attorneys. The entity’s articles of organization must state that it is organized under Chapter 621 to render a specific professional service.

The entity name must include “professional limited liability company” or an accepted abbreviation such as “PLLC.” The entity may operate under a fictitious name that omits the professional designation, provided the fictitious name is properly registered with the state.

A PLLC may not engage in any business other than the professional services for which it was organized, although the statute permits the entity to invest its funds in real estate, stocks, bonds, and other investments. A physician’s PLLC cannot also operate a retail business or consulting practice outside its licensed scope, but it can hold investment assets purchased with practice revenue.

PLLC Compared to Professional Association

Florida professionals have two entity choices under Chapter 621: the professional LLC and the professional association (PA). A PA is a corporate entity governed by both Chapter 621 and the Florida Business Corporation Act. A PLLC is governed by Chapter 621 and the Florida Revised Limited Liability Company Act.

Both entities provide identical malpractice liability rules. A member or shareholder is personally liable only for that individual’s own professional negligence or the negligence of those under direct supervision. In both structures, the entity’s entire property is at risk if any member commits malpractice while acting on the entity’s behalf.

Creditor Remedies: The Key Difference

The creditor remedy available against each entity type is the most consequential difference for asset protection. A PA is a corporation, and corporate stock is subject to levy. A judgment creditor holding a writ of execution can seize a debtor’s PA stock, take control of the entity’s bank accounts and receivables, and potentially close the business.

In practice, creditor attorneys often attack professionals who operate through a PA by seeking appointment of a receiver over the debtor’s stock and practice. The receiver handles confidentiality issues (HIPAA in medical practices, legal privilege in law firms) while the receivership itself pressures the debtor to settle because it disrupts operations and revenue.

A PLLC membership interest is treated like any other LLC interest under Florida’s charging order statute. A creditor’s sole remedy is a charging order—a lien on distributions. The creditor cannot seize the membership interest, vote on company matters, or force liquidation. This distinction means a professional operating through a PLLC retains control of the practice even while a creditor holds a charging order, whereas a professional operating through a PA risks losing the entire practice to a stock levy.

Governance and Tax Differences

A PA follows corporate formalities including annual shareholder meetings, board resolutions, and officer appointments. A PLLC offers the same management flexibility as a standard LLC, with fewer required formalities and the ability to structure governance through the operating agreement.

For tax purposes, either entity can elect S corporation treatment, but the PLLC can also be taxed as a disregarded entity or partnership without the corporate formality requirements.

If a PA is administratively dissolved for failure to file an annual report, reinstatement relates back to the dissolution date, preserving continuity. A dissolved PLLC does not receive the same relation-back treatment, leaving the entity unprotected during the dissolution period. For professionals whose personal liability exposure is continuous (physicians, for example) this is a practical concern. Missing an annual report deadline with a PLLC creates a window in which the entity shield is absent.

Malpractice Liability and the Corporate Shield

No Florida entity structure eliminates personal liability for professional malpractice. Section 621.07 preserves the full scope of professional liability law between the practitioner and the person receiving services. The entity form affects only who among the practice’s owners shares that liability.

In a solo practice organized as a PLLC, the single member bears the same malpractice exposure as a sole proprietor. The PLLC adds no malpractice protection because the only member is the person rendering the services. The entity’s value in that scenario is separating business debts from personal assets and establishing charging order protection against personal creditor claims unrelated to malpractice.

In a multi-practitioner firm, the PLLC insulates each member from co-members’ malpractice. A physician in a group practice is not personally liable for another physician’s surgical error unless the first physician directly supervised the procedure. The entity’s assets remain exposed to any member’s malpractice claim, but the non-negligent members’ personal assets are protected. This protection does not extend to supervisory relationships, where the supervising member remains personally liable for the supervised individual’s negligence.

Ownership With a Non-Licensed Spouse

Chapter 621’s requirement that PLLC members be licensed professionals creates a tension with asset protection planning. A single-member LLC provides weaker creditor protection than a multi-member LLC because a court may order foreclosure of the membership interest rather than limiting the creditor to a charging order. Married professionals can strengthen protection if both spouses co-own the LLC interest as tenants by the entirety, but the licensed-member requirement appears to bar a non-licensed spouse from membership.

The resolution depends on the profession. Physicians and other healthcare practitioners have a distinct advantage because Florida statutes authorize ownership of a medical practice by the spouse, parent, or child of a licensed healthcare practitioner. This exemption allows a physician to form a standard LLC rather than a PLLC, add the non-licensed spouse as a co-member, and own the membership interest as tenants by the entirety.

Accountants, financial professionals, and real estate brokers have generally been able to include a non-licensed spouse as co-owner under applicable regulatory guidance, though the rules are profession-specific. Attorneys face the strictest restrictions. The Florida Bar Rules of Professional Conduct limit law firm ownership to licensed attorneys, which means a non-licensed spouse cannot become a member of a law firm LLC.

Each profession’s regulatory board applies the ownership restriction differently, and some have historically given inconsistent guidance when asked directly. The requirements and available workarounds vary enough by profession that the analysis must be done separately for physicians, accountants, real estate brokers, and attorneys.

Asset Protection Strategies for Professionals

Because a PLLC does not protect against malpractice claims, asset protection for professionals requires planning beyond entity selection. Malpractice insurance provides the first layer of defense, covering claims up to policy limits. The entity structure provides the second layer, shielding personal assets from the practice’s business debts. Additional planning addresses the exposure that remains between malpractice policy limits and the professional’s total net worth.

Florida’s statutory exemptions protect certain categories of assets regardless of the claim type. The homestead exemption shields a primary residence without a value cap. Qualified retirement accounts including 401(k) plans and pension plans are fully exempt from creditor claims under federal law, and IRAs receive separate Florida statutory protection. Life insurance cash values and annuity proceeds are also exempt.

Professionals should consider whether investment holdings belong inside the practice entity. A physician who holds rental property inside the medical practice PLLC exposes those investments to malpractice claims against any member, because the entity’s entire property is at risk when a member commits professional negligence. Holding investment real estate in a separate LLC organized for rental property isolates those assets from practice-related claims.

Professionals with substantial liquid assets beyond exempt categories may benefit from offshore trust structures that place assets beyond the reach of domestic judgments. Whether offshore planning makes sense depends on total exposure, insurance adequacy, and how much non-exempt wealth is at risk. For professionals whose malpractice risk is high and whose non-exempt wealth exceeds their policy limits, an offshore trust addresses the exposure that neither entity structure nor statutory exemptions cover.

How an LLC is structured determines whether a creditor reaches only distributions or gains access to the entity’s assets and management. For professional entities, that structural question begins with the choice between a PA and a PLLC and extends through membership composition, operating agreement terms, and how the practice holds its non-practice assets.