CHAPTER 621

621.01 Legislative intent.

History. — s. 1, ch. 61-64; s. 1, ch. 93-110; s. 74, ch. 93-284.

621.02

Short title.

History. — s. 2, ch. 61-64; s. 2, ch. 93-110; s. 75, ch. 93-284.

621.03

Definitions.

(1) The term “professional service” means any type of personal service to the public which requires as a condition precedent to the rendering of such service the obtaining of a license or other legal authorization. By way of example and without limiting the generality thereof, the personal services which come within the provisions of this act are the personal services rendered by certified public accountants, public accountants, chiropractic physicians, dentists, osteopathic physicians, physicians and surgeons, doctors of medicine, doctors of dentistry, podiatric physicians, chiropodists, architects, veterinarians, attorneys at law, and life insurance agents.

(2) The term “professional corporation” means a corporation which is organized under this act for the sole and specific purpose of rendering professional service and which has as its shareholders only other professional corporations, professional limited liability companies, or individuals who themselves are duly licensed or otherwise legally authorized to render the same professional service as the corporation.

(3) The term “professional limited liability company” means a limited liability company that is organized under this act for the sole and specific purpose of rendering professional service and that has as its members only other professional limited liability companies, professional corporations, or individuals who themselves are duly licensed or otherwise legally authorized to render the same professional service as the limited liability company.

History. — s. 3, ch. 61-64; s. 3, ch. 93-110; s. 76, ch. 93-284; s. 56, ch. 97-264; ss. 220, 289, ch. 98-166.

621.04 Exemptions.

History. — s. 4, ch. 61-64; s. 4, ch. 93-110; s. 77, ch. 93-284.

621.05 Corporation organization.

History. — s. 5, ch. 61-64; s. 10, ch. 79-9; s. 5, ch. 93-110; s. 78, ch. 93-284.

621.051 Limited liability company organization.

History. — s. 6, ch. 93-110; s. 79, ch. 93-284; ss. 22, 23, ch. 2013-180.

621.06 Rendition of professional services, limitations.

History. — s. 6, ch. 61-64; s. 1, ch. 67-590; s. 7, ch. 93-110; s. 80, ch. 93-284; s. 170, ch. 97-102; s. 18, ch. 2008-187.

621.07 Liability of officers, agents, employees, shareholders, members, and corporation or limited liability company.

History. — s. 7, ch. 61-64; s. 2, ch. 67-590; s. 11, ch. 79-9; s. 8, ch. 93-110; s. 81, ch. 93-284; ss. 24, 25, ch. 2013-180.

621.08 Limitation on corporation’s or limited liability company’s business transactions; investment of funds.

History. — s. 8, ch. 61-64; s. 9, ch. 93-110; s. 82, ch. 93-284.

621.09 Limitation on issuance and transfer of ownership.

(1) No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than a professional corporation, a professional limited liability company, or an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the corporation was incorporated. No shareholder of a corporation organized under this act shall enter into a voting trust agreement or any other type agreement vesting another person with the authority to exercise the voting power of any or all of that person’s stock.

(2) No person shall be admitted as a member of a limited liability company organized under this act, unless such person is a professional corporation, a professional limited liability company, or an individual, each of which must be duly licensed or otherwise legally authorized to render the same specific professional services as those for which the limited liability company is organized. No member of a limited liability company organized under this act shall enter into any type of agreement vesting another person with the authority to exercise any of that member’s voting power in the limited liability company.

History. — s. 9, ch. 61-64; s. 10, ch. 93-110; s. 83, ch. 93-284.

621.10 Disqualification of member, shareholder, officer, agent, or employee; administrative dissolution.

History. — s. 10, ch. 61-64; ss. 10, 11, 35, ch. 69-106; s. 1, ch. 69-288; s. 1, ch. 70-305; s. 1, ch. 70-439; s. 11, ch. 93-110; s. 84, ch. 93-284; s. 19, ch. 2008-187.

621.11 Alienation of shares and ownership interests; restrictions.

(1) No shareholder of a corporation organized under this act may sell or transfer her or his shares in such corporation except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a shareholder of such corporation.

(2) No member of a limited liability company organized under this act may sell or transfer ownership interest in the limited liability company except to another professional corporation, professional limited liability company, or individual, each of which must be eligible to be a member of the limited liability company.

History. — s. 11, ch. 61-64; s. 3, ch. 67-590; s. 12, ch. 93-110; s. 85, ch. 93-284; s. 171, ch. 97-102.

621.12 Identification with individual shareholders or individual members.

(1) The name of a corporation or limited liability company organized under this act may contain the last names of some or all of the individual shareholders or individual members and may contain the last names of retired or deceased former individual shareholders or individual members of the corporation, limited liability company, a predecessor corporation or limited liability company, or partnership.

(2) The name shall also contain:

(3) In the case of a corporation, the use of the word “company,” “corporation,” or “incorporated” or any other word, abbreviation, affix, or prefix indicating that it is a corporation in the corporate name of a corporation organized under this act, other than the word “chartered” or the words “professional association” or the abbreviation “P.A.,” is specifically prohibited.

(4) It shall be permissible, however, for the corporation or limited liability company to render professional services and to exercise its authorized powers under a name which is identical to its name or contains any one or more of the last names of any shareholder or member included in such name except that the word “chartered,” the words “professional association,” “professional limited company,” or “professional limited liability company,” the abbreviations “P.A.,” “P.L.,” or “P.L.L.C.,” or the designation “PA,” “PL,” or “PLLC” may be omitted, provided that the corporation or limited liability company has first registered the name to be so used in the manner required for the registration of fictitious names.

History. — s. 12, ch. 61-64; s. 1, ch. 77-134; s. 1, ch. 87-41; s. 13, ch. 93-110; s. 86, ch. 93-284; s. 26, ch. 2013-180; s. 32, ch. 2015-148; s. 283, ch. 2019-90.

621.13 Applicability of chapters 605 and 607.

(1) Chapter 607 is applicable to a corporation organized pursuant to this act except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of

chapter 607. In such event, the provisions and sections of this act shall take precedence with respect to a corporation organized pursuant to the provisions of this act.

(2) Chapter 605 is applicable to a limited liability company organized pursuant to this act except to the extent that any of the provisions of this act are interpreted to be in conflict with the provisions of

chapter 605. In such event, the provisions and sections of this act shall take precedence with respect to a limited liability company organized pursuant to the provisions of this act.

(3) A professional corporation or limited liability company heretofore or hereafter organized under this act may change its business purpose from the rendering of professional service to provide for any other lawful purpose by amending its certificate of incorporation in the manner required for an original incorporation under

chapter 607 or by amending its certificate of organization in the manner required for an original organization under

chapter 605. However, such an amendment, when filed with and accepted by the Department of State, shall remove such corporation or limited liability company from the provisions of this

chapter including, but not limited to, the right to practice a profession. A change of business purpose shall not have any effect on the continued existence of the corporation or limited liability company.

History. — s. 13, ch. 61-64; ss. 10, 35, ch. 69-106; s. 2, ch. 69-288; s. 210, ch. 77-104; s. 179, ch. 90-179; s. 14, ch. 93-110; s. 87, ch. 93-284; s. 20, ch. 2008-187; ss. 27, 28, ch. 2013-180.

621.14 Construction of law.

History. — s. 15, ch. 61-64; s. 15, ch. 93-110; s. 88, ch. 93-284.