2005 Florida Code - BUSINESS ORGANIZATIONS PROFESSIONAL SERVICE CORPORATIONS AND LIMITED LIABILITY COMPANIESChapter 621

CHAPTER 621

PROFESSIONAL SERVICE CORPORATIONS AND LIMITED LIABILITY COMPANIES

621.01  Legislative intent.

621.02  Short title.

621.03  Definitions.

621.04  Exemptions.

621.05  Corporation organization.

621.051  Limited liability company organization.

621.06  Rendition of professional services, limitations.

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

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

621.09  Limitation on issuance and transfer of ownership.

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

621.11  Alienation of shares and ownership interests; restrictions.

621.12  Identification with individual shareholders or individual members.

621.13  Applicability of chapters 607 and 608.

621.14  Construction of law.

621.01  Legislative intent.--It is the legislative intent to provide for the incorporation or organization as a limited liability company of an individual or group of individuals, professional corporations, or professional limited liability companies to render the same professional service to the public for which such individuals, individual shareholders of professional corporations, or members of limited liability companies are required by law to be licensed or to obtain other legal authorization.

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

621.02  Short title.--This act may be cited as the "Professional Service Corporation and Limited Liability Company Act."

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

621.03  Definitions.--As used in this act the following words shall have the meaning indicated:

(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.--This act shall not apply to any individuals or groups of individuals within this state who prior to the passage of this act were permitted to organize a corporation or limited liability company and perform personal services to the public by the means of a corporation or limited liability company, and this act shall not apply to any corporations or limited liability companies organized by such individual or group of individuals prior to the passage of this act; provided, however, an individual or group of individuals or any such corporation or limited liability company may bring themselves and such corporation or limited liability company within the provisions of this act by amending the articles of incorporation, if a corporation, or the articles of organization, if a limited liability company, in such a manner so as to be consistent with all the provisions of this act and by affirmatively stating in the amended articles that the shareholders or members have elected to bring the corporation or limited liability company within the provisions of this act.

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

621.05  Corporation organization.--One or more individuals, professional corporations, or professional limited liability companies, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become a shareholder or shareholders of a professional corporation for pecuniary profit under the provisions of chapter 607 for the sole and specific purpose of rendering the same and specific professional service.

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.--A group of professional service corporations, professional limited liability companies, or individuals, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become members of a professional limited liability company for pecuniary profit under the provisions of chapter 608 for the sole and specific purpose of rendering the same and specific professional service.

History.--s. 6, ch. 93-110; s. 79, ch. 93-284.

621.06  Rendition of professional services, limitations.--No corporation or limited liability company organized under this act may render professional services except through its members, officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services within this state; provided, however, this provision shall not be interpreted to include in the term "employee," as used herein, clerks, secretaries, bookkeepers, technicians, and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license or other legal authorization is required; and provided further, that nothing contained in this act shall be interpreted to require that the right of an individual to be a shareholder of a corporation or a member of a limited liability company organized under this act, or to organize such a corporation or limited liability company, is dependent upon the present or future existence of an employment relationship between him or her and such corporation or limited liability company, or his or her present or future active participation in any capacity in the production of the income of such corporation or limited liability company or in the performance of the services rendered by such corporation or limited liability company.

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.

621.07  Liability of officers, agents, employees, shareholders, members, and corporation or limited liability company.--Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict, or limit the law now in effect in this state applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving such professional service and to the standards for professional conduct; provided, however, that any officer, agent, member, manager, or employee of a corporation or limited liability company organized under this act shall be personally liable and accountable only for negligent or wrongful acts or misconduct committed by that person, or by any person under that person's direct supervision and control, while rendering professional service on behalf of the corporation or limited liability company to the person for whom such professional services were being rendered; and provided further that the personal liability of shareholders of a corporation, or members of a limited liability company, organized under this act, in their capacity as shareholders or members of such corporation or limited liability company, shall be no greater in any aspect than that of a shareholder-employee of a corporation organized under chapter 607 or a member-employee of a limited liability company organized under chapter 608. The corporation or limited liability company shall be liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents, members, managers, or employees while they are engaged on behalf of the corporation or limited liability company in the rendering of professional services.

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.

621.08  Limitation on corporation's or limited liability company's business transactions; investment of funds.--No corporation or limited liability company organized under this act shall engage in any business other than the rendering of the professional services for which it was specifically organized; provided, however, nothing in this act or in any other provisions of existing law applicable to corporations or limited liability companies shall be interpreted to prohibit such corporation or limited liability company from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, or from owning real or personal property necessary for the rendering of professional services.

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.--If any member, officer, shareholder, agent, or employee of a corporation or limited liability company organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render such professional services within this state or accepts employment that, pursuant to existing law, places restrictions or limitations upon that person's continued rendering of such professional services, that person shall sever all employment with, and financial interests in, such corporation or limited liability company forthwith. A corporation's or limited liability company's failure to require compliance with this provision shall constitute a ground for the judicial dissolution of the corporation or limited liability company. When a corporation's or limited liability company's failure to comply with this provision is brought to the attention of the Department of State, the department forthwith shall certify that fact to the Department of Legal Affairs for appropriate action to dissolve the corporation or limited liability company.

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.

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:

(a)  The word "chartered"; or

(b)1.  In the case of a professional corporation, the words "professional association" or the abbreviation "P.A."; or

2.  In the case of a professional limited liability company, the words "professional limited company" or the abbreviation "P.L.," in lieu of the words "limited company" or the abbreviation "L.C." as otherwise required under s. 608.406.

(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 except that the word "chartered," the words "professional association" or "professional limited company," or the abbreviations "P.A." or "P.L." 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.

621.13  Applicability of chapters 607 and 608.--

(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 608 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 608. 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 organized under this act shall exchange shares or merge only with other domestic professional corporations or limited liability companies organized under this act to render the same specific professional service, and a merger or consolidation with any foreign corporation or limited liability company is prohibited.

(4)  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 608. 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.

621.14  Construction of law.--The provisions of this act shall not be construed as repealing, modifying, or restricting the applicable provisions of law relating to incorporations, organization of limited liability companies, sales of securities, or regulating the several professions enumerated in this act except insofar as such laws conflict with the provisions of this act.

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