Professional Association vs. PLLC vs. LLC in Florida

If you own a dental, medical, veterinary, or other licensed health practice in Florida, your entity is probably one of three things: a professional association (“P.A.”), a professional limited liability company (“PLLC”), or a regular LLC or corporation. The choice usually gets made quickly, at formation, by whoever filed the paperwork. It matters most later: when you bring in a partner, open a second location, or sell.

This article explains what a Florida professional association is and how it compares with a PLLC and a regular LLC. It also covers what each choice means when a practice changes hands.

Key takeaways

• A Florida P.A. is a corporation. The statute calls it a professional service corporation, formed under Chapter 621, Florida Statutes.
• A PLLC is the limited liability company version of the same idea, also under Chapter 621.
• In both, ownership is generally limited to people licensed in the profession.
• No entity shields you from liability for your own professional negligence.
• Your entity type shapes how your practice can be sold: as assets, or as shares or membership interests.

What a professional association is

Florida lets licensed professionals incorporate their practice under Chapter 621, Florida Statutes. The statute calls the entity a “professional service corporation.” Most people call it a professional association, or P.A., because that is one of the names the statute allows.

A PA is a corporation in every structural sense. You form it by filing articles of incorporation with the Florida Division of Corporations. It has shareholders, directors, officers, bylaws, and minutes, and the Florida Business Corporation Act (Chapter 607) governs it wherever Chapter 621 is silent. Chapter 621 adds three rules of its own:

• Purpose. The corporation exists to render one specific professional service. I draft the purpose clause narrowly so the charter matches what the practice actually does.
• Ownership. Shares may generally be issued or transferred only to people licensed to render that service.
• Name. The name must include “Chartered,” “Professional Association,” or “P.A.”

The practical effect: the “P.A.” after your name tells the public, and any buyer’s lawyer, that the ownership rules are built into the entity itself.

What a PLLC is

Chapter 621 also allows a professional limited liability company. It has the same purpose and ownership limits as a PA. What differs is the chassis underneath. A PLLC is formed by filing articles of organization, it is governed by the Florida Revised Limited Liability Company Act (Chapter 605), and its name must include “Professional Limited Liability Company,” “P.L.L.C.,” or “PLLC.”

A PLLC can be member-managed or manager-managed. It runs on an operating agreement instead of bylaws and board minutes, and that agreement can set economics, voting, and buyout terms with more flexibility than a corporation’s share structure usually allows. That flexibility only helps if the agreement is actually written. A PLLC with a two-page form operating agreement has the formalities of an LLC and the protections of almost nothing. (More on that in why your operating agreement matters and in our LLC vs. corporation overview.)

Where a regular LLC or corporation fits

Florida does not, as a general rule, force a licensed health professional into a PA or PLLC. Outside dentistry, many practices operate as ordinary LLCs or corporations. A dental practice must be owned by a licensed dentist or by a professional corporation or limited liability company composed of dentists (s. 466.0285, Fla. Stat.). In health care, the rules that do the real work are profession-specific:

• Your practice act may restrict who can own the practice. The dental practice act, Chapter 466, restricts who may own and operate a dental practice (see whether a non-dentist can own a dental practice in Florida).
• Licensure under Florida’s Health Care Clinic Act can depend on whether the practice is owned by licensed practitioners.

So the “professional” label does not make you compliant. Who owns the practice does. A professional entity writes the ownership limits into its charter. A regular LLC leaves you to keep them through your practice act and your agreements.

Liability: what the entity does and does not protect

This is the most misunderstood point about a PA or PLLC. A properly maintained entity generally keeps business obligations at the entity level: a vendor contract, an equipment lease, and in many cases a claim arising from a co-owner’s work.

It does not protect you from your own professional negligence. Florida law keeps a licensed professional personally liable for their own negligent or wrongful acts while rendering professional services, and for those of people under their direct supervision and control (s. 621.07, Fla. Stat.). That is true whether you practice as a PA, a PLLC, or an LLC.

Two more gaps are common. A personal guarantee on your lease or practice loan reaches you regardless of entity. And an entity whose records, bank accounts, and formalities are not kept separate invites a creditor to argue it should be disregarded. Malpractice coverage and asset protection planning do the work the entity cannot.

Tax: the label does not decide it

Your federal tax treatment follows the entity’s type and the elections you make, not the word “professional.”

• PA. A corporation, taxed by default as a C corporation: tax at the entity level and again when profits come out as dividends. Many practice owners elect S corporation status so that income passes through to their personal returns. An S corporation can have only eligible shareholders and one class of stock.
• PLLC or regular LLC. With one member, it is disregarded by default. With two or more members, it is taxed as a partnership. Either can elect to be taxed as a corporation and then elect S status.

Which one fits depends on your compensation, your number of owners, and your exit plans. Owners typically work this through with their CPA before filing; see the tax section of how to structure your medical practice.

PA vs. PLLC vs. LLC at a glance

	Professional association (P.A.)	PLLC	Regular LLC
Florida law	Ch. 621 + Ch. 607	Ch. 621 + Ch. 605	Ch. 605
Formed by	Articles of incorporation	Articles of organization	Articles of organization
Who may own	Generally, people licensed in the profession	Generally, people licensed in the profession	Anyone, subject to the practice act (not available for a dental practice)
Name must include	“Chartered,” “Professional Association,” or “P.A.”	“Professional Limited Liability Company,” “P.L.L.C.,” or “PLLC”	“LLC,” “L.L.C.,” or “Limited Liability Company”
Governance	Board, officers, bylaws, minutes	Operating agreement; member- or manager-managed	Operating agreement; member- or manager-managed
Your own malpractice	Not shielded	Not shielded	Not shielded
Default federal tax	C corporation	Disregarded (one member) or partnership	Disregarded (one member) or partnership
S election	Available	Available after electing corporate tax treatment	Available after electing corporate tax treatment
Ownership sold as	Shares	Membership interests	Membership interests

Buying or selling a practice held in a PA or PLLC

Your entity type sets the menu when a practice changes hands. There are two basic structures.

Asset sale. The seller’s PA or PLLC sells its equipment, patient records, goodwill, phone numbers, and assigned contracts to an entity the buyer owns. The seller’s entity keeps its liabilities and is wound down afterward. Practice sales are often done this way because the buyer leaves the seller’s history behind. The cost is administrative: the buyer’s entity needs its own payor enrollments and organizational NPI, and contracts such as the lease need consent to assign. Buyers commonly build that credentialing gap into the timeline and the working capital plan.

Stock or membership interest sale. The buyer acquires the PA’s shares or the PLLC’s membership interests, and the entity carries on. Contracts and payor enrollments generally stay in place. So does every liability the entity ever incurred, which is why diligence and indemnity terms carry more weight in this structure. Two professional-entity points apply:

• The buyer must be licensed in the profession. A non-licensed buyer, such as a private equity fund or management company, cannot hold the shares and generally uses a management services structure instead (see whether non-physicians can own a medical spa).
• If the PA has an S election, a transfer to an ineligible shareholder can end the election. The buyer’s ownership vehicle has to be checked before closing.

Sellers should also know that a PA taxed as a C corporation can face two levels of tax on an asset sale. It is common to raise this with a CPA before signing a letter of intent, not after (see tax implications of selling a dental practice).

The same logic applies to partial sales. Admitting a buy-in associate means issuing shares in a PA or admitting a member to a PLLC. The shareholder or operating agreement should say what happens if an owner dies, loses their license, or leaves, because Chapter 621 requires the ownership to end up with licensed people.

Before any of this, a buyer should ask for the entity’s articles, its current annual report, its ownership records, any S election acceptance, and its governing agreements. Gaps there are cheaper to fix before closing than after.

Frequently asked questions

Is a PA a corporation? Yes. A Florida professional association is a corporation formed under Chapter 621, with the Florida Business Corporation Act filling the gaps. “P.A.” describes who may own it. It is not a separate tax category.

Is a PLLC better than a PA? Neither is better in the abstract. A PLLC gives you contractual flexibility through the operating agreement. A PA gives you a familiar corporate structure that many lenders, payors, and buyers understand on sight. The right answer depends on your owners, your tax plan, and how you expect to exit.

Does a PA or PLLC protect me from malpractice claims? Not for your own work, or the work of people under your direct supervision. It can help keep other business obligations at the entity level.

Can a non-licensed person own part of my PA or PLLC? Generally, no. Non-licensed investors usually participate through a separate management company under a services agreement, which has its own regulatory limits.

Before you file or sign

If you are forming a practice, adding a partner, or about to sign a letter of intent, the entity question is cheapest to settle now. Conversions, S election problems, and ownership errors cost more to unwind once a deal is in motion. If you would like to talk through your structure, schedule a confidential consultation.

Related reading

• Buying Dental Practices at Scale: Platform Risk, Compliance Drift, and Repeatable Deals
• Limited Liability Company vs. Corporation: Distinctions Under Florida Law
• How to Structure Your Medical Practice: LLC vs. Corporation in Florida
• The Importance of Having a Strong Operating Agreement for Your Medical Practice

Practice area: General Business

This article is for informational purposes only and is not legal advice. No attorney-client relationship is formed by reading it.