How to Form a Professional Corporation in Florida

If you provide professional services in Florida and want to start your own business, you have two choices:

• a professional limited liability company, and
• a professional corporation.

Professional corporations are usually similar to regular corporations but have certain special requirements. In Florida, professional corporations follow the rules set by the Professional Service Corporation and Limited Liability Company Act as well as general state laws for corporations.

Requirements for a Florida Professional Corporation

To form a professional corporation in Florida, you must meet specific legal requirements. Florida's legal requirements for professional corporations are similar to those of other states.

Professional Corporations Can Provide Only One Professional Service

You can form a professional corporation—also called a "professional services corporation"—in Florida to provide professional services in a specific area. (Fla. Stat. § 621.05 (2023).)

In Florida, professional services include any type of personal service that requires you to have a license or legal authorization. For example, professional services would apply to the following occupations:

• chiropractors
• physicians
• certified public accountants
• dentists
• doctors
• surgeons
• veterinarians
• life insurance agents
• architects, and
• attorneys.

(Fla. Stat. § 621.03 (2023).)

The corporation can also have non-licensed employees who perform non-professional services for the company. These employees can include:

• clerks
• secretaries
• bookkeepers
• technicians,
• and other assistants.

(Fla. Stat. § 621.06 (2023).)

For example, suppose you have an architectural firm registered as a foreign corporation in Florida. Your firm can hire employees to handle the company's bookkeeping, customer service, and other tasks needed to carry out your business. These employees don't have to be licensed architects. But anyone in your firm performing architectural services does have to be licensed.

Shareholders Must Be Licensed Professionals

Florida law restricts who can own a professional service corporation. Shares of a professional service corporation can be owned only by:

• a professional service corporation
• a PLLC, or
• an individual who's licensed or authorized to provide the same specific professional service that the corporation offers.

Therefore, a corporation can only issue shares to a professional corporation or LLC or to a licensed individual. Likewise, shareholders can sell or transfer their shares only to these types of professional businesses and individuals. (Fla. Stat. §§ 621.09 and 621.11 (2023).)

For example, if the professional corporation provides veterinarian services, all of the shareholders must be licensed veterinarians or a professional entity that provides veterinarian services.

However, shareholders aren't required to perform services for the professional service corporation. Instead, shareholders can take a more passive role. Other employees or agents of the corporation can provide these services as long as they're licensed or authorized professionals in that area. (Fla. Stat. § 621.06 (2023).)

Steps to Forming Your Florida Professional Corporation

Once you've determined that you want to register your professional corporation, you should start the process of incorporating your business.

For more information on the general steps to register your corporation (many of which apply to professional corporations), read our article on how to form a Florida corporation.

1. Choose a Name for Your Professional Corporation

Florida has specialized naming rules for professional corporations. These rules specify what you can, can't, and must include in your business name.

What you can include in your professional corporation's name. Your business name can contain the last name of some or all of the shareholders, including retired or deceased shareholders.

What you must include in your professional corporation's name. In Florida, a professional corporation must contain the words "chartered," "professional association," or "P.A."

What you can't include in your professional corporation's name. Florida law specifically prohibits you from using the following words in your professional corporation's name:

• "company"
• "corporation"
• "incorporated," or
• any other word, abbreviation, affix, or prefix indicating it's a corporation.

(Fla. Stat. § 621.12 (2023).)

You should choose a name that's different from any name that's already registered with the Florida Department of State (DOS). Choosing a unique name can give you stronger rights to the name. Also, if someone else is already using your chosen name, they can sue you for trademark infringement and make you give up your name.

For help with naming your professional corporation, read our FAQ about choosing a business name.

2. File Your Articles of Incorporation with Florida

To form your professional corporation, you must file articles of incorporation with the Florida Division of Corporations. You can download a Profit Articles of Incorporation form from the DOS website. You can file your articles online or mail the articles and a cover letter to the Division of Corporations. As of 2023, the filing fee is $70.

Your articles must include the following:

• the name of your professional corporation
• the street address of your corporation's principal office and the mailing address of the corporation, if different
• the number of shares your corporation is authorized to issue
• the name and Florida street address (post office box addresses aren't acceptable) of your corporation's registered agent and their signed acceptance to be the registered agent, and
• the name of each incorporator.

(Fla. Stat. § 607.0202 (2023).)

You can find more information about the process to incorporate your business on the Florida Sunbiz website. There, you'll find forms, filing fees, information on how to e-file, and the mailing address for sending in your articles of incorporation.

3. Permits and Licenses

Call or check the websites of city and county government offices in your area to ask about local permit and business license requirements. The Florida Small Business Development Centers also have permitting and licensing information for counties and cities under their jurisdiction.

Other agencies with helpful information include the:

• Florida Department of Agriculture and Consumer Services, and
• Florida Department of Business and Professional Regulation.

You can use these agencies' websites to find information on license requirements, search records, apply for or renew a license, and locate exam information. For further information about new and existing businesses and links to state agencies, visit Florida's official state website.

For more guidance, check out our article on how to get a small business license in Florida.

4. Tax and Other Considerations

Once you've formed your professional corporation, you'll need to comply with tax and other regulatory requirements that apply to professional corporations in Florida. You can find helpful tax information at the following resources:

• For state corporate tax information, check the Florida Department of Revenue website.
• For information relating to federal employer identification numbers (EINs), federal income tax filing requirements, tax publications, and tax forms and returns, check the Internal Revenue Service (IRS) website.

Every year, you'll need to renew your corporation's registration with the DOS. You can complete this process online. You should also prepare all internal documents, including bylaws and shareholders' agreements.

Speaking With a Florida Lawyer

You can probably complete the incorporation process on your own. But if you need help understanding the legal requirements for professional corporations, consider talking to a Florida business attorney. They can help you navigate naming requirements, file official paperwork, draft your bylaws, and apply for licenses.

If you're interested in reading further about starting a corporation, check out Incorporate Your Business: A Step-by-Step Guide to Forming a Corporation in Any State, by Anthony Mancuso (Nolo).