If you hold a professional license in the Sunshine State, you may want to start a Florida professional limited liability company (PLLC). Doing so gives you several advantages and liability protection, similar to an LLC. In this guide, we’ll walk you through the entire process of setting up a PLLC. It isn’t as intimidating as you may think, and you’ll be able to start your profit-earning venture in no time.
Which Professions can Form a PLLC in Florida?
Any qualifying individual offering personal services to their clients can form a Florida professional limited liability company. Doing so protects the members from some personal injury and debt collection claims. However, they must have a license.
Examples of services that qualify are:
- Medical professionals, including surgeons, osteopathic doctors, dentists, chiropractors, and podiatrists
- Public accountants and CPAs (certified public accountants)
- Some types of engineers and architects
- Life insurance agents
Should you form a professional corporation or a PLLC?
Both PLLCs and professional corporations (PC) offer personal services to their clients. However, they differ in several aspects.
A professional corporation is usually taxed like a C corporation (unless it qualifies for S corp status), while a PLLC can also be taxed like a pass-through entity or a C corp.
As a pass-through entity, the business itself does not pay federal income taxes. Instead, members (owners) individually file the taxes on their share of the business’s profits on their personal returns. The management of PLLCs is more flexible, while PCs have a rigid structure. In most cases, it makes more sense to form a PLLC in Florida.
Choose a Name for Your Florida Professional Limited Liability Company
Before starting your Florida professional limited liability company, pick a unique name representing your business to your target audiences. Make sure that the name isn’t similar to any other existing business in Florida. Names with only minor differences may not be approved.
Naming Restrictions: Florida has no restrictions on naming professional entities, unlike most states. However, the state laws specify that the name should include a designator at the end. The options are PLLC, P.L.L.C., Chartered, or Professional Limited Liability Company.
Check Whether Your Preferred Name is Available: Once you decide the name, do preliminary searches on the Department of State’s website to check its availability. Entity names marked as INACT/UA are available after one year of their revocation or dissolution.
After looking up your preferred names on the department’s website, check if the same domain name is also available using ZenBusiness’s domain name service.
Reserve a Name and Domain: After choosing a name, you can reserve it. This helps prevent any other business from snatching it before you can launch your business. You can check the Department of State’s website for more information on reserving the name of your professional LLC.
For this purpose, you need to write a letter to the secretary of state. If the name is available for use, you can reserve it for 120 days by paying $25.
You can also opt for our name reservation service, which includes name checks to avoid hassle.
Select a Florida Registered Agent
A registered agent is a legal entity or a person acting as a point of contact between the state and your Florida PLLC. Your registered agent will accept legal paperwork, correspondence, or other official records on your behalf. They’ll then forward them to you.
However, a registered agent must have a street address in Florida, not a P.O. box number. They must also be available during standard business hours. A professional LLC itself can’t be its own registered agent in Florida. A member can take up this responsibility, but that can limit their freedom to move around and risks having legal notices delivered in front of clients.
Complete and File Florida Articles of Organization
After finishing the above steps, it’s time to complete and file the Articles of Organization for your Florida professional limited liability company. Doing so requires some paperwork and a filing fee of $100. You’ll also need to decide if your PLLC will be member-managed or manager-managed. Member-managed is when the PLLC is managed by its members. Manager-managed means your PLLC is run by one or more persons with or without any stake in the ownership. When filing, you’ll need the following information:
- Your company’s name
- Mailing and principal address
- Registered agent name and address
- Purpose of your PLLC
- Signature of an authorized representative
A Certificate of Status may also be required for foreign (out of state) corporations. This document, also referred to as a Certificate of Good Standing, verifies your business is currently registered and authorized to conduct business in Florida.
You can proceed online, by mail, fax, or in-person. To file via fax you need a Sunbiz E-file account.
New Filing Section
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
You need to pay $100 to file the Articles of Organization for your Florida PLLC and an additional $25 for a registered agent designation. For a Certificate of Status, pay $5, and $30 is the fee for a certified copy of the Articles of Organization.
Payment methods: Mastercard, Visa, American Express, Discover, Sunbiz E-File account, or a debit card with the Visa or Mastercard logo.
Create a Florida Operating Agreement for the PLLC
An operating agreement is a legal document outlining the roles, ownership, and structure of your professional limited liability company. Although Florida does not require you to prepare this document for starting your PLLC, you should still prepare it.
An operating agreement works as a legally binding document that contains information about:
- Ownership terms
- Management rules
- Voting rights of each member
- Succession plans
- Other crucial details to protect each owner’s assets and avoid future conflicts
Handle Tax Obligations
Once your Florida PLLC is officially afloat, you’ll need an Employer Identification Number (EIN) issued by the IRS. This federal tax ID works like a Social Security number for your business. It will be essential if you create a business bank account or hire employees. Sole proprietorship entities don’t need an EIN, but you should still get one. It keeps your personal and business accounts separate. For any help concerning the EIN application, you can visit ZenBusiness.
PLLCs come under the Florida Income Tax Code and must file a franchise or corporate income tax return. Also, check the local taxation regime for PLLCs to ensure you have all related taxes (unemployment tax, sales tax, etc.) covered.
Obtain all necessary Florida Licenses and Permits
Businesses in some specific industries may need a license to operate. You can visit the Florida Department of Business & Professional Regulation website to check if your professional LLC comes under these categories.
Apart from this, there may be some local permits or occupational licenses you must obtain in the city or county where you operate. There is no centralized information about business permits and licenses. So, check the U.S. Small Business Guide to see if you need any federal permits as well.
To help free up your time and make sure you get all the right permits and licenses, use the ZenBusiness business license report service.
Acquire Insurance for Your Florida PLLC
As a Florida professional limited liability company, you may want to buy general liability insurance, though it isn’t required by law. Also, get professional malpractice insurance. It protects you from unsatisfied or angry clients who may want to sue you for errors, omissions, or ineffective business advice.
Every employer conducting business in Florida needs workers’ compensation insurance if they have four or more employees. The coverage requirements differ with your business type, location, and size. You can even apply for exemption for all the owners in your professional LLC to avoid expensive premiums. However, the process can be tedious and stringent. So, visit the Florida Chief Financial Officer’s website to follow the right process.
Open a Business Bank Account
A dedicated business bank account can help protect your personal assets. It will make tax filing easier and keep your business finances separate. You can use your EIN to open a business account at any trusted bank or credit union.
Looking/Ready to Kick Start Your Business?
At ZenBusiness, we are proud to support small businesses through a variety of different tools and services. Whether you need a registered agent service, want to reserve a business name, or looking to register a domain, our goal is to help you stay on the road to success. Check out our services, and contact us today to see how we can help you grow your company.
Florida PLLC FAQs
What are the filing fees for a Florida PLLC?
You need to pay $100 to file the Articles of Organization for your Florida PLLC and an additional $25 for a registered agent designation. For a Certificate of Status, you have to pay $5, and $30 is the fee for a certified copy of the Articles of Organization.
Do I need a lawyer to form a Florida PLLC?
No, it is not necessary to hire a lawyer to form Florida PLLCs. You can follow the online procedure to file it yourself. Does Florida have a professional corporation (PC) entity? Yes, Florida is among a few states that allow two types of professional entities, PCs, and PLLCs.
Can professionals from different fields form a Florida PLLC together?
Shareholders, members, or owners of PLLCs must have licenses or legal authorization to offer services in the same profession. The PLLC’s purpose should also be aligned to this professional area only.
How will I be taxed as a Florida PLLC?
If your Florida PLLC is a C Corp (default) it’ll be responsible for paying corporate taxes and face the possibility of double taxation if corporate income is distributed to owners as dividends. If you’re an S Corp you won’t have to pay corporate taxes. Though, members will have to pay income taxes on any profits they withdraw from the corporation.