Can a licensed professional form a PA in Florida?
Yes. Under Fla. Stat. 621.03, licensed professionals in Florida can form a Professional Association (PA) to practice their trade through a corporate structure. A PA limits personal liability for the business debts and negligence of other members, though it does not shield you from your own malpractice. Filing fees start at $70 with the Florida Division of Corporations (as of 2026).
If you are a doctor, dentist, attorney, CPA, architect, engineer, or another licensed professional in Florida, the question of how to structure your practice is one of the most important business decisions you will make. Most people know about LLCs and corporations, but fewer understand the Professional Association, which is a distinct entity type created specifically for licensed professionals under Florida law. Here is what you actually need to know.
What is a Professional Association and who can use one?
A Professional Association is a Florida-specific entity type governed by Fla. Stat. Chapter 621. It functions similarly to a corporation but is restricted to professionals who hold an active Florida license in a qualifying field. The list includes physicians, attorneys, dentists, osteopaths, chiropractors, podiatrists, optometrists, architects, engineers, CPAs, and others specifically named in Fla. Stat. 621.03.
One hard rule: every shareholder of a PA must be licensed in the same profession as the entity. You cannot bring in a silent investor who is not a licensed professional, and you cannot mix professions in a single PA. If those restrictions do not work for your situation, a different structure may fit better, which is worth discussing before you file anything.
How does a PA compare to an LLC or PLLC?
Florida does not formally recognize a "PLLC" as a separate entity type. Licensed professionals who want an LLC-style structure typically use either a standard LLC or a PA. The choice matters for several reasons.
A PA follows corporate formalities: it has shareholders, officers, and a board of directors, and it must hold annual meetings and keep minutes. An LLC is more flexible on governance. However, a PA can elect S-corporation tax treatment with the IRS, which is a popular move for professionals with significant income because it allows you to split income between a reasonable salary (subject to payroll taxes) and a distribution (not subject to self-employment tax). For a professional earning $250,000 or more per year, that split can produce meaningful tax savings.
The liability picture is similar for both structures: the entity generally protects you from the business's debts and from the malpractice of a partner or colleague, but not from your own professional negligence. Your malpractice insurer is still your most important shield there.
For a deeper look at how these entity types compare in Florida, the LLC vs S-Corp guide walks through the tax math in plain language.
How do you actually form a PA in Florida?
The process is straightforward but has a few steps that trip people up.
Step 1: Name your PA. Florida requires the name to include "P.A." or "Professional Association." The name must also comply with any naming rules from your professional licensing board. Attorneys, for example, must follow Florida Bar guidelines.
Step 2: File Articles of Incorporation. You file with the Florida Division of Corporations, not with your county. As of 2026, the state filing fee is $70 for the articles, plus a $35 registered agent designation fee, for a total of $105 at minimum. Expedited processing costs extra.
Step 3: Appoint a registered agent. Your PA must maintain a registered agent with a physical Florida address. This can be an attorney, a registered agent service, or a qualifying individual.
Step 4: Obtain your EIN and open a business bank account. You will need an Employer Identification Number from the IRS before you can open a business account or hire anyone.
Step 5: File an initial report and then annual reports. Florida requires an annual report filed between January 1 and May 1 each year. As of 2026, the annual report fee for corporations and PAs is $138.75. Miss the May 1 deadline and a $400 late fee kicks in, which is painful and completely avoidable.
Step 6: Check your licensing board. Some boards, including the Florida Board of Medicine, require you to register the entity separately with the board before you can practice through it. Do not skip this step.
For a broader overview of how entity selection works, the business formation page covers the options The Kogan Firm handles.
What about asset protection?
This question comes up constantly for professionals, especially physicians and attorneys who are natural litigation targets. A PA provides real protection for business debts and for the wrongdoing of other shareholders. But it does not eliminate personal exposure, and a creditor with a judgment against you personally can still go after your PA shares.
Some professionals pair a PA with a separate holding entity or use other planning strategies to add layers. The right structure depends on your specific income, assets, and risk profile. If you have been told that a single-member LLC alone is a bulletproof asset protection strategy in Florida, that advice is worth revisiting: Florida's Olmstead decision limits charging-order protection for single-member LLCs, which is a significant gap. A consultation is the right place to work through what actually makes sense for your situation.
If your practice has grown to the point where you are also dealing with business disputes with partners or clients, the entity structure you chose years ago can have real consequences for how those disputes play out.
How long does it take to form a PA in Florida?
Standard processing through the Florida Division of Corporations typically takes 5 to 7 business days. Expedited processing (available for an additional fee) can get you a filed document in 1 to 2 business days. The longer part is usually the downstream steps: getting your EIN, opening your bank account, and registering with your licensing board if required. From start to finish, most professionals are fully operational through their PA within 2 to 4 weeks.
Frequently asked questions
Can a PA have more than one licensed professional as a shareholder?
Yes, a PA can have multiple shareholders, but every shareholder must hold an active Florida license in the same profession. A medical PA cannot have an attorney as a shareholder, and an accounting PA cannot bring in a physician partner. If you need a multi-professional or investor-inclusive structure, a different entity type is likely the better fit.
Can a non-Florida licensee own shares in a Florida PA?
Generally no. Florida law requires that shareholders of a PA be licensed to practice the profession in Florida. If a professional is licensed in another state but not in Florida, they typically cannot hold shares in a Florida PA. This is one of the more common surprises for professionals relocating from other states, and it is worth confirming with an attorney before you structure anything.
What happens if a shareholder loses their Florida license?
Under Fla. Stat. 621.07, a person who is no longer licensed is disqualified from holding shares in the PA. The entity's governing documents should address what happens to those shares, including buyout rights and timelines, to avoid a messy dispute. If your PA does not have a shareholder agreement covering this scenario, that is a gap worth closing now rather than in a crisis.
Is a PA the right choice for a solo practitioner?
It can be. A solo professional PA electing S-corp tax treatment is a common and often effective structure, particularly once net income from the practice consistently exceeds $80,000 to $100,000 per year. Below that threshold, the payroll compliance costs can offset the tax savings. The business entity quiz is a useful starting point, but the actual decision depends on your specific numbers and goals.
Does a PA need an operating agreement or bylaws?
A PA uses corporate bylaws rather than an operating agreement (which is an LLC document). Well-drafted bylaws cover voting rights, officer duties, meeting requirements, and what happens when a shareholder wants out or loses their license. Generic bylaws from the internet rarely address the specific dynamics of a professional practice, and filling in those gaps after a dispute arises is far more expensive than getting it right at the start.
If you are a licensed professional in South Florida thinking about how to structure your practice, The Kogan Firm can help you make that decision with clear information and no pressure. Call or contact us for a free 15-minute consultation. We will give you a straight answer on whether a PA makes sense for your situation or whether another structure fits better. Reach out here.
This post is for informational purposes only and does not constitute legal advice.
