Florida Professional LLC

A Florida professional limited liability company is an LLC organized under Chapter 621 of the Florida Statutes for the specific purpose of rendering licensed professional services. Doctors, attorneys, accountants, architects, dentists, veterinarians, 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 those governing ordinary LLCs.

The most important distinction for asset protection purposes is that a PLLC does not shield a professional from personal liability for malpractice. Each member remains personally liable for negligent or wrongful acts committed by that member or by anyone under that member’s direct supervision while rendering professional services. The entity protects members from the malpractice of other members they do not supervise, and it shields personal assets from the entity’s general business debts such as lease obligations, vendor contracts, and equipment financing. But the professional’s own acts of negligence remain fully exposed regardless of the entity form.

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 for the purpose of rendering 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. This restriction means 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 itself is liable up to the full value of its property for any member’s malpractice committed on the entity’s behalf.

The practical differences lie in governance flexibility and tax classification. 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, which creates a gap in entity protection during the dissolution period. This distinction matters for professionals whose personal liability exposure is continuous.

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 client or patient. The entity form affects only who among the firm’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 lies in separating business debts from personal assets and in providing a structure for charging order protection if the professional faces 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 by owning the LLC interest jointly with a spouse as tenants by the entirety, but the licensed-member requirement appears to prohibit a non-licensed spouse from becoming a member.

The resolution depends on the profession. Physicians and other healthcare practitioners have a distinct advantage because Florida statutes specifically 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.

The discussion of professional LLC ownership with a spouse addresses the specific requirements and limitations for each profession in greater detail.

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 gap between malpractice policy limits and the professional’s total personal exposure.

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 owns rental property through the medical practice PLLC exposes those investment assets to the practice’s malpractice liability because the entity is liable up to the full value of its property for any member’s 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. The decision to pursue offshore planning depends on the professional’s total exposure, the adequacy of insurance coverage, and the value of non-exempt assets at risk.

The LLC overview covers how entity structure, membership composition, and operating agreement provisions interact to determine the strength of creditor protection for any Florida LLC. The Florida asset protection overview discusses the full range of tools available to individuals facing elevated liability exposure, including how entity planning, exemption planning, and trust structures work together as complementary layers.