Limited Liability Company – General – Florida
A Florida limited liability company organized to engage in the practice of professional engineering is controlled generally by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 608 (Limited Liability Companies) and specifically by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 621 (Professional Service Corporations and Limited Liability Companies). Additionally, the limited liability company is subject to the statutory requirements of FLORIDA STATUTES, Title XXXII, Chapter 471 and the rules and regulations of the Florida Board of Professional Engineers.
The distinctions between a “regular” limited liability company and a “professional” limited liability company 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 limited liability company” (PLLC) is 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.
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 PLLC for pecuniary profit under the provisions of Chapter 608 for the sole and specific purpose of rendering the same and specific professional service.
No PLLC 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 Chapter 621 of the FLORIDA STATUTES 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 PLLC 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 PLLC. The personal liability of shareholders in their capacity as shareholders of the PLLC is no greater in any aspect than that of a shareholder-employee of a limited liability company organized under Chapter 608. The PLLC 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 limited liability company in the rendering of professional services.
No PLLC may engage in any business other than the rendering of the professional services for which it was specifically organized. This does not preclude the PLLC 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 person can be admitted as a member of a PLLC unless that 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 PLLC is organized. No member of the PLLC is allowed to 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.
If any member, officer, shareholder, agent, or employee of PLLC 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 limited liability company. A PLLC’s failure to require compliance with this provision constitutes a ground for the judicial dissolution of the professional service limited liability company.
No member of a PLLC can 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.
The name of a professional service limited liability company 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 limited liability company, a predecessor professional service limited liability company or limited liability company or partnership.
The name of a PLLC may contain the last names of some or all of the members and may contain the last names of retired or deceased former individual members of PLLC, a predecessor corporation or limited liability company, or partnership.
A PLLC name must also contain the word “chartered”; or 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 § 608.406.
A PLLC may 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. In this event, the PLLC must first register the name to be so used in the manner required for the registration of fictitious names.
Chapter 608 is applicable to a professional service limited liability company except to the extent that any of the provisions of Chapter 621 are interpreted to be in conflict with the provisions of chapter 608. In that event, the provisions and sections of Chapter 621 take precedence.
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