A professional corporation in Florida is called a Professional Association, or PA. It’s the corporate structure licensed professionals such as doctors, lawyers, accountants and architects use when they want to incorporate their practice, and its defining rule is simple: every shareholder has to be licensed in the same profession. It costs $70 to file with the state, and it protects you from the practice’s business debts but not from your own malpractice.
What is a professional corporation in Florida?
A PA is Florida’s version of a professional corporation. It’s governed by the Florida Professional Service Corporation Act (Chapter 621) on top of the regular Florida Business Corporation Act, plus whatever rules your licensing board sets.
The reason it exists is accountability. A normal corporation shields its owners from personal liability. For licensed professionals, the public needs to be able to hold the practitioner personally responsible for malpractice, so a PA splits the difference: the business is protected from ordinary business claims, each professional stays personally liable for their own professional work, and the licensing board keeps authority over how the practice operates.
| Feature | Professional Association (PA) | Regular Corporation |
|---|---|---|
| Shareholder requirements | All must be licensed in same profession | Anyone can be a shareholder |
| Services provided | Only the designated professional service | Any lawful business |
| Regulatory oversight | Subject to licensing board rules | General corporate law only |
| Malpractice liability | Personal liability remains | Generally protected |
| Name designation | “P.A.” or “Professional Association” | “Inc.,” “Corp.,” etc. |
Which professions need a PA?
Chapter 621 covers licensed professions including:
- Physicians (M.D.) and osteopathic physicians (D.O.)
- Chiropractors, podiatrists, dentists and optometrists
- Psychologists, clinical social workers, mental health counselors and physical therapists
- Attorneys and certified public accountants (CPAs)
- Architects, professional engineers and land surveyors
- Veterinarians and life insurance agents
That list isn’t exhaustive, and the rules differ by profession. Some boards expect a PA if you incorporate. Others also allow a professional LLC. Call or check your licensing board before you file anything. That one step saves you from forming the wrong entity.
What are the requirements for a Florida PA?
Shareholders. Every shareholder must be licensed to practice the same profession in Florida and actively practice through the PA. A medical PA’s shareholders must all be licensed Florida physicians. A doctor and an accountant can’t co-own one, though they could each have their own PA and share office space.
Directors and officers. Directors must be shareholders, which means they’re licensed too. At least one officer must be a licensed professional. Other officers, like a CFO or an operations manager, don’t need a license.
Name. The name must include “Professional Association,” “P.A.” or “Chartered.” It should use the professional’s name or a distinctive name approved by the licensing board, and it can’t mislead people about what services you offer. “Smith Medical Associates, P.A.” and “Florida Dental Group, Chartered” both work.
Scope. A PA can only provide services within its designated profession. A medical PA can’t also offer legal services, even if one shareholder happens to be a licensed attorney. It can still own real estate, employ non-professional staff, invest corporate funds and run the business side of the practice.
Board rules. Your licensing board may add its own requirements on how the PA operates, advertises or handles client relationships. Those rules apply on top of Chapter 621.
How do you form a professional corporation in Florida?
- Confirm with your licensing board that a PA is the right structure for your profession.
- Pick a name that includes “Professional Association,” “P.A.” or “Chartered,” and check that it’s available on Sunbiz.org.
- Gather the names and license numbers of all shareholders, your principal office and mailing addresses, a registered agent with a Florida address, and the incorporator’s details.
- File Articles of Incorporation on Sunbiz, selecting “Florida Professional Service Corporation.” The articles need the PA name, a purpose limited to the professional service, the initial shareholders with their license numbers, the registered agent, and the incorporator’s signature. The filing fee is $70.
- Complete any licensing board steps. Some boards review the name, register the PA, or ask for shareholder credentials.
- Adopt bylaws that cover shareholder qualifications, transfer restrictions, what happens if someone loses their license, meetings and officer duties. Don’t use generic bylaws here. They have to keep the PA compliant with professional rules for as long as it exists.
- Finish the usual corporate setup: hold the organizational meeting, issue stock certificates, get an EIN from the IRS, open a corporate bank account, and get any business licenses and permits.
What does a PA protect you from, and what doesn’t it?
A PA protects you from general business debts (leases, vendor bills, business loans), negligence by non-professional staff, contract disputes unrelated to professional services, and, generally, another shareholder’s malpractice.
It doesn’t protect you from your own malpractice. You can also stay liable if you supervised the person who made the error, and for any debt you personally guaranteed.
So malpractice insurance isn’t optional. Your PA should carry professional liability (errors and omissions) coverage, plus general liability and employment practices liability insurance.
How is a PA taxed?
By default a PA is taxed as a C corporation. The corporation pays income tax on its profits, and dividends are taxed again to the shareholders.
Most PAs benefit from electing S corporation status with IRS Form 2553. Profits pass through to your personal return, and there may be self-employment tax savings on distributions. You’ll need to meet the S corp requirements (100 shareholder limit, one class of stock, and so on).
There’s a catch. As an S corp, you must pay yourself reasonable compensation as salary before taking distributions, and the IRS looks closely at professional corporations on this point. Set your salary with your accountant, not by guessing.
What does it take to keep a PA in good standing?
File an annual report with the state by May 1 each year. The fee is $150, and the late fee is $400.
Your licensing board has its own ongoing demands: renew licenses, report disciplinary actions, submit required documentation and follow advertising rules. You’ll also keep normal corporate records, such as annual shareholder meeting minutes and stock transfer records.
What happens if a shareholder loses their license?
They have to sell their shares to another licensed professional, usually within a period set by your licensing board’s rules. Your bylaws should say how those shares are valued and bought. If nobody can buy them and the remaining shareholders can’t continue, the PA may have to dissolve.
We’d write the buyout terms into the bylaws or a shareholder agreement on day one. Negotiating a price after someone has lost their license is a much harder conversation.
Should you form a PA or a professional LLC?
Florida also allows professional limited liability companies (PLLCs) for some professions.
| Feature | Professional Association (PA) | Professional LLC (PLLC) |
|---|---|---|
| Formation | File Articles of Incorporation | File Articles of Organization |
| Structure | Directors, officers, shareholders | Members, managers |
| Formalities | Bylaws, meetings, minutes | Operating agreement |
| Filing fee | $70 | $125 |
| Annual report | $150 | $138.75 |
| Flexibility | More rigid | More flexible |
| S Corp election | Available | Available |
Both give similar liability protection, and the PLLC offers more operational flexibility. Check with your licensing board: some professions must use a PA, while others allow either structure.
Frequently asked questions
Can I form an LLC instead of a PA?
It depends on your profession. Some licensing boards allow LLCs or PLLCs, while others require PAs. Check your board’s rules.
What happens to my PA if I retire?
You can sell your shares to another licensed professional, or dissolve the PA. If you’re a solo practitioner, plan this well before you retire.
Get your PA filed correctly
Once your licensing board has confirmed a PA is the right fit, the state filing itself is straightforward: Articles of Incorporation and $70. The parts that take care are the name, the purpose clause and the shareholder license details.
Need help forming your PA? IncCraft can guide you through professional corporation formation, so your filing meets both corporate law and your profession’s rules.