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 621.051 requires that every member of a professional LLC be “duly licensed or otherwise legally authorized to render the same professional services.” A physician cannot add a non-physician spouse to a PLLC. A CPA cannot include a non-CPA spouse. The restriction ensures that only licensed individuals maintain ownership of entities organized to deliver professional services.

A PLLC must also use specific naming conventions under Section 621.12—designations like “Professional Limited Liability Company,” “PLLC,” or “P.L.” If a business entity uses one of these designations, it falls under Chapter 621 and the licensing requirement applies to all 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. The LLC is the vehicle through which the professional operates, but it does not need to hold a professional license itself when it is organized as a standard LLC. The professional remains individually licensed and regulated by the Department of Business and Professional Regulation or the relevant board. The LLC is simply the business structure.

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.

Which Professions Can Use This Structure?

Practitioners confirm that Florida permits licensed professionals across most regulated professions to own a standard LLC jointly with a non-licensed spouse. This includes physicians and medical practice owners, dentists, accountants and CPAs, financial advisors and registered representatives, real estate brokers and agents, architects, engineers, and licensed contractors.

Physicians have an additional statutory basis. Florida’s health care clinic licensing statute expressly authorizes medical practice ownership 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. This means a physician’s non-physician spouse can co-own a medical practice LLC not just under the Chapter 605 workaround, but under direct statutory authorization.

For non-medical professions, the basis is regulatory practice rather than express statutory language. Jon Alper’s experience advising professionals across multiple licensing boards illustrates how this works in practice. One business owner, a licensed real estate broker, called the Department of Business and Professional Regulation to confirm that he could own a brokerage LLC jointly with his non-licensed wife. Different DBPR staff—including people in their legal department—gave conflicting answers. A supervisor finally confirmed that the joint ownership was permissible. That pattern of inconsistent guidance across different DBPR divisions is common.

Because different divisions within the DBPR sometimes interpret the rules differently, professionals should 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 the one clear 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, but the valuable business assets sit in a jointly owned holding company beyond the reach of the attorney’s individual creditors.

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. Both 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. Florida is not a community property state, and the IRS has not issued definitive guidance on whether a membership interest owned as tenants by the entirety qualifies for the same treatment.

In practice, most tax practitioners treat a spousal TBE-owned LLC as a disregarded entity and report the business income on Schedule C of the couple’s joint return. This avoids the expense of filing a separate Form 1065 partnership return. The more conservative position is to file as a partnership, which adds administrative cost but eliminates the risk that the IRS later reclassifies the entity and assesses penalties.

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 tenancy 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.

Federal creditors, including 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 blocks 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 sufficient alone. Separating valuable business assets into a holding entity, maintaining adequate professional liability insurance, and considering offshore trust planning for liquid assets above $1 million adds protection that does not depend on marital status or state law.