Rule 4-8.6 of the Rules Regulating the Florida Bar specifies the business entity types that are permitted for the practice of law in the state of Florida. Rule 4-8.6 states in relevant part: “Lawyers may practice law in the form of professional service corporations, professional limited liability companies, sole proprietorships, general partnerships, or limited liability partnerships organized or qualified under applicable law.”
Professional service corporations are incorporated businesses that offer services to the public that can only be performed by licensed individuals. Common examples include doctors, lawyers, and accountants. In Florida, companies structured as professional service corporations must use the words “chartered,” “professional association,” or “P.A.” in their business name, or, alternatively, register their business name as a fictitious name with the Division of Corporations.
Likewise, professional limited liability companies (PLLCs) are limited liability companies whose members are licensed professionals in a particular field. It is imperative that companies operating as either professional service corporations or professional limited liability companies be composed only of professionals licensed to provide services in that particular industry. Thus, for professional service corporations, all shareholders must be licensed professionals, and for professional limited liability companies, the same requirement is true of its members.
Converting between from a PLLC to a PA is accomplished by submitting the standard Articles of Conversion with the Florida Department of State, Division of Corporations. However, prior to making a conversion, it is advisable that you consult with a corporate law attorney to ensure that you understand the implications this may have on your company structure, formalities, and tax treatment.
