Professional LLC Ownership with a Non-Licensed Spouse as Tenants by the Entirety

A married Florida professional can own a standard LLC jointly with a non-licensed spouse as tenants by the entirety, protecting the business interest from either spouse’s individual creditors. The structure requires forming a regular LLC under Chapter 605 rather than a professional LLC under Chapter 621.

Most licensed professionals assume they cannot add a non-licensed spouse to their business entity because professional licensing rules restrict ownership. That assumption confuses two different statutes. Chapter 621 restricts membership in professional LLCs to licensed individuals. Chapter 605, which governs standard LLCs, imposes no ownership restrictions at all.

Why Chapter 621 Blocks Non-Licensed Spouses

Section 621.09(2) bars a professional LLC from admitting a member who is not “duly licensed or otherwise legally authorized” to render the services the company was organized to provide. Another professional corporation or professional limited liability company authorized to render the same services may hold membership, but a non-licensed individual cannot. A physician cannot add a non-physician spouse to a PLLC, and a CPA cannot include a non-CPA spouse. Section 621.051, the organization section, carries the same licensing qualifier for the group that forms the company.

Under Section 621.12, the name of a PLLC formed on or after January 1, 2014 must contain the words “professional limited liability company,” the abbreviation “P.L.L.C.,” the designation “PLLC,” or the word “chartered.” A company formed before that date may also use “P.L.” A company that has first registered its name as a fictitious name may omit the designation. The designation follows from organizing under Chapter 621, and the licensing requirement then applies to all of that company’s members.

How a Standard LLC Solves the Problem

Chapter 605 does not restrict who may be a member of a standard LLC. Any individual, trust, corporation, or other entity can hold a membership interest regardless of professional licensing status. A licensed professional who forms a standard LLC under Chapter 605 can include a non-licensed spouse as a co-member.

The professional’s license attaches to the individual, not to the business entity. A standard LLC does not need to hold a professional license itself, even though the professional operates through it. The professional remains individually licensed and regulated by the Department of Business and Professional Regulation or the relevant board.

Adding the spouse as a co-member converts the LLC from single-member to multi-member, which triggers two separate protections. First, the membership interest can be owned as tenants by the entirety, shielding it from creditors of either spouse individually. Second, the multi-member status activates charging-order-exclusive-remedy protection under § 605.0503(3), which a single-member LLC would not receive. Florida courts have not squarely decided whether spouses who hold one membership interest as tenants by the entirety count as two members under § 605.0503, so spouses who want charging order protection should each hold a separate membership interest.

Which Professions Can Use This Structure?

Florida permits licensed professionals across most regulated professions to own a standard LLC jointly with a non-licensed spouse, though each profession’s practice act sets its own conditions. This includes physicians and medical practice owners, dentists, financial advisors and registered representatives, real estate brokers and agents, architects, engineers, and licensed contractors.

Physicians have one more statute to satisfy. Florida’s health care clinic licensing statute excludes from the term “clinic” a practice owned by “the spouse, parent, child, or sibling of a licensed health care practitioner,” provided a licensed practitioner supervises the business activities and bears legal responsibility for compliance. A physician’s non-physician spouse can therefore co-own a medical practice without the practice needing a clinic license. The standard LLC itself is permitted because Chapter 605 is silent on licensing.

For non-medical professions the answer varies by practice act, and some acts regulate ownership directly. Section 473.309(3) lets a limited liability company practice public accounting only if certified public accountants licensed in any state own “at least 51 percent of the financial interest and voting rights” of the company. It also requires every member who is not a CPA in any state to work in the business as their principal occupation, a condition a spouse employed elsewhere cannot meet. DBPR divisions have sometimes given conflicting answers about joint ownership.

Professionals should therefore confirm the current position with their specific licensing board before implementing the structure. Regulatory interpretations can shift. Written confirmation from the board is preferable to informal phone guidance.

Why Attorneys Cannot Use This Structure

Attorneys are another exception. The Florida Bar Rules of Professional Conduct impose ownership restrictions beyond Chapter 621. Rule 4-5.4 prohibits attorneys from sharing legal fees with non-lawyers and from forming business arrangements with non-lawyers when any activities constitute legal practice. These rules prevent a Florida attorney from adding a non-attorney spouse as an LLC member regardless of how the entity is organized.

Married attorneys who want charging order protection for their practice must use alternative structures. One approach is forming a separate holding LLC owned as tenants by the entirety that leases office space, equipment, or intellectual property to the law firm entity. The law firm remains solely owned by the licensed attorney, while the valuable business assets sit in a jointly owned holding company that the attorney’s individual creditors cannot reach by judgment.

Operating Agreement Requirements for Entireties Protection

Adding a non-licensed spouse as a member is not enough by itself. The operating agreement must satisfy the six unities that Florida law requires for valid entireties ownership.

The agreement should expressly state that the membership interest is owned by both spouses as tenants by the entirety. Both spouses must hold equal economic and voting interests. A certified public accountant therefore cannot hold the practice entity itself this way, because Florida law requires CPAs to own more than half of an accounting firm. Both spouses must have equal management rights. Neither spouse can make unilateral decisions about the LLC’s operations. Upon the death of either spouse, the surviving spouse must automatically inherit the entireties interest without probate.

If the operating agreement gives one spouse greater control or a larger economic share, a court may find that the unities of interest and possession are not satisfied and deny entireties protection. Unequal voting rights, disproportionate profit allocations, and missing survivorship language are among the most frequent errors that destroy tenancy by the entirety protection.

Member-managed LLCs tend to satisfy the unities more naturally than manager-managed LLCs because both spouses automatically share control as members. If the couple prefers a manager-managed structure, often chosen for privacy since members are not listed on the Sunbiz filing, both spouses are named co-managers with equal authority. A single membership certificate is issued in both names as tenants by the entirety.

The Tax Classification Question

An LLC owned by two spouses as tenants by the entirety raises a tax classification issue. Revenue Procedure 2002-69 states that an entity owned solely by a married couple as community property can be treated as a disregarded entity for federal tax purposes. Because Florida is not a community property state, that revenue procedure does not reach a Florida LLC whose membership interest is held as tenants by the entirety.

A Florida LLC owned by two spouses therefore files Form 1065 as a partnership by default. Reporting the business on Schedule C instead saves the cost of a separate return, but it risks late-filing penalties if the IRS treats the LLC as the partnership it is. Filing the partnership return adds administrative cost but removes that exposure.

Professionals implementing this structure should discuss the filing approach with their CPA. The choice affects self-employment tax treatment, Social Security credit allocation between spouses, and recordkeeping requirements.

Limitations of Entireties Protection for a Professional LLC

Tenancy by the entirety protection for a professional LLC interest carries the same vulnerabilities that apply to all entireties property. The protection ends immediately upon divorce, converting the entireties ownership to a tenancy in common with no creditor shield. It also terminates when one spouse dies, vesting the full interest in the surviving spouse, who may face creditor exposure of their own.

Joint creditors present a separate problem. If a creditor obtains a judgment against both spouses, entireties protection does not apply. Sophisticated plaintiffs’ attorneys understand this and may name both spouses in a lawsuit even when only one spouse was involved in the underlying transaction.

The IRS can reach entireties property under the Supreme Court’s holding in United States v. Craft. Federal tax liens attach to each spouse’s interest individually, overriding the state-law protection that would otherwise block IRS and federal creditors from reaching tenancy by the entirety assets.

Professionals with heavy liability exposure (physicians facing malpractice risk, contractors exposed to construction defect claims) may find that entireties ownership of the business LLC is one layer but not enough by itself. Separating valuable business assets into a holding entity, maintaining adequate professional liability insurance, and considering offshore trust planning for liquid assets above $500,000 adds protection that does not depend on marital status or state law.