Florida Statute 621.09 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 621
PROFESSIONAL SERVICE CORPORATIONS AND LIMITED LIABILITY COMPANIES

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F.S. 621.09

621.09 Limitation on issuance and transfer of ownership.—

(1) No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than a professional 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 corporation was incorporated. No shareholder of a corporation organized under this act shall 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.

(2) No person shall be admitted as a member of a limited liability company organized under this act, unless such 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 limited liability company is organized. No member of a limited liability company organized under this act shall 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.

History.—s. 9, ch. 61-64; s. 10, ch. 93-110; s. 83, ch. 93-284.

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Amendments to 621.09

Annotations, Discussions, Cases:

Cases Citing Statute 621.09

Total Results: 6

Street v. Sugerman

202 So. 2d 749

Supreme Court of Florida | Filed: Sep 27, 1967 | Docket: 1305023

Cited 11 times | Published

be a shareholder of such corporation. (See F.S. § 621.09, F.S.A. and F.S. § 621.11, F.S.A.) There is no

CORLETT, KILLIAN, HARDEMAN v. Merritt

478 So. 2d 828

District Court of Appeal of Florida | Filed: Dec 3, 1985 | Docket: 1484810

Cited 8 times | Published

a duly licensed member of the profession, see § 621.09, they are otherwise freely transferable, and there

In Re Six

190 B.R. 958, 9 Fla. L. Weekly Fed. B 277, 1995 Bankr. LEXIS 1924, 1995 WL 787921

United States Bankruptcy Court, M.D. Florida | Filed: Dec 13, 1995 | Docket: 1753270

Cited 5 times | Published

authorized persons may render professional services. Section 621.09 and 621.11 provide that the capital stock of

J.B. Harris, P.A. v. Virage Capital Management LP

District Court of Appeal of Florida | Filed: Nov 27, 2024 | Docket: 69420030

Published

8 § 9, Ch. 61-64, Laws of Fla. (1961). Compare § 621.09(1), Fla. Stat. (2024). No shareholder of

In Re Adams

389 B.R. 762, 21 Fla. L. Weekly Fed. B 344, 2007 Bankr. LEXIS 4614, 2007 WL 5279793

United States Bankruptcy Court, M.D. Florida | Filed: Sep 20, 2007 | Docket: 1482974

Published

the corporation was incorporated." Fla. Stat. § 621.09(1). The statute is generally interpreted to mean

Sugerman v. Street

198 So. 2d 57, 1967 Fla. App. LEXIS 4732

District Court of Appeal of Florida | Filed: Apr 18, 1967 | Docket: 64500692

Published

the voting power of any or all of his stock.” Section 621.09, Florida Statutes, F.S.A. (Emphasis supplied)