Corporations – Professional Corporation – Florida
FLORIDA STATUTES, Title XXXVI, Chapter 607 (Corporations)
FLORIDA STATUTES, Title XXXVI, Chapter 621 (Professional Service Corporations and Limited Liability Companies)
FLORIDA STATUTES, Title XXXII, Chapter 473 (Public Accountancy)
A Florida professional corporation organized to engage in the practice of public accountancy is controlled generally by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 607 (Corporations) and specifically by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 621 (Professional Service Corporations and Limited Liability Companies). Additionally, the corporation is subject to the statutory requirements FLORIDA STATUTES, Title XXXII, Chapter 473 (Public Accountancy) and the rules and regulations of the Florida Board of Accountancy.
The distinctions between a “regular” corporation and a “professional service” corporation are:
A “professional service” is any type of personal service to the public which requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization.
A “professional corporation” is a corporation which is organized 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.
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 organized for the sole and specific purpose of rendering the same and specific professional service.
No professional service corporation 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 Florida. This limitation on the rendition of services by a professional service corporation does not include employees who are not usually and ordinarily considered to be rendering professional services to the public for which a license or other legal authorization is required.
Nothing in FLORIDA STATUTES, Title XXXVI, Chapter 621 abolishes, repeals, modifies, restricts, or limits the various laws of Florida applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving the professional service and to the standards for professional conduct.
Any officer, agent, member, manager, or employee of a professional service is 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. The personal liability of shareholders in their capacity as shareholders of the corporation is be no greater in any aspect than that of a shareholder-employee of a corporation organized under Chapter 607. The is 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 in the rendering of professional services.
No professional service corporation may engage in any business other than the rendering of the professional services for which it was specifically organized. This does not the corporation 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.
No professional service corporation organized may issue any of its capital stock to anyone other than a professional service 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 professional service corporation was incorporated. No shareholder of a professional service corporation may 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.
If any member, officer, shareholder, agent, or employee of a professional service corporation who has been rendering professional service to the public becomes legally disqualified to render that professional service within Florida or accepts employment that, pursuant to existing law, places restrictions or limitations upon that person’s continued rendering of such professional services, that person must immediately sever all employment with, and financial interests in the professional service corporation. A professional service failure to require compliance with this provision constitutes a ground for the judicial dissolution of the professional service corporation.
No shareholder of a professional service corporation may sell or transfer her or his shares in the professional service corporation except to another professional service corporation, a professional limited liability company, or an individual, each of which must be eligible to be a shareholder of the professional service corporation.
The name of a professional service corporation 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 professional service corporation, a predecessor professional service corporation or limited liability company or partnership.
The name of a professional service corporation must contain the word “chartered” the words “professional association” or the abbreviation “P.A.”
The use of the word “company,” “professional service corporation,” or “incorporated” or any other word, abbreviation, affix, or prefix indicating that it is a professional service corporation in the corporate name, other than the word “chartered” or the words “professional association” or the abbreviation “P.A.,” is specifically prohibited.
A professional service corporation may use a name which is identical to its corporate name except that the word “chartered,” the words “professional association” or “professional limited company,” or the abbreviation “P.A.” may be omitted only if the professional service corporation has first registered the name to be so used in the manner required for the registration of fictitious names.
Chapter 607 is applicable to a professional service corporation except to the extent that any of the provisions of Chapter 621 are interpreted to be in conflict with the provisions of chapter 607. In that event, the provisions and sections of Chapter 621 take precedence.
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